SF CANADA
The purpose of the corporation shall be to support and celebrate Canadian speculative fiction, and promote excellence in the field, by:
1) fostering communication and a sense of community among Canadian speculative fiction professionals;
2) carrying out lobbying activities on behalf of Canadian speculative fiction professionals;
3) providing support and encouragement to both aspiring and established Canadian speculative fiction creators;
4) encouraging the translation of Canadian speculative fiction; and
5) encouraging professional and ethical behaviour throughout the Canadian speculative fiction community.
CONDITIONS OF MEMBERSHIP
1) Membership in the corporation is open to all speculative fiction professionals eligible under the membership criteria as approved by the membership and in force at the time of application. Membership shall be limited to persons holding Canadian citizenship or permanent resident status or who are bona fide Canadian residents.
2) The Secretary-Treasurer shall forward applications for membership to the Membership Committee, which will adjudicate such applications using the criteria approved by the membership and in force at the time of application. Where the relevance of membership criteria to a particular application is ambiguous or open to interpretation, the Membership Committee may refer the application to the board of directors for a decision.
3) The membership fee shall be determined annually, prior to SF Canada’s year-end, by the board of directors.
4) Membership fees are payable by July 1. Unless alternate arrangements have been made prior to July 1, any member who has not paid their membership in full by September 1 shall automatically lose their membership in the corporation.
5) Any member wishing to withdraw from membership may do so upon a notice in writing to the board through the secretary-treasurer.
6) Any member may be required to resign by a three-quarters (3/4) majority vote at the annual general meeting or a special general meeting, for any cause which the membership may deem reasonable.
7) Specific membership privileges such as use of the listserv may be withdrawn for cause: temporarily by an event moderator, and temporarily or permanently by the Board of Directors, as detailed in “Power of Directors” (6) and “Meetings” (8).
REGISTERED OFFICE
The registered office of the corporation shall be in the Province of Ontario.
BOARD OF DIRECTORS
1) The property and business of the corporation shall be managed by a board of five directors of whom three shall constitute a quorum. Directors must be individuals, at least 18 years of age, with power under law to contract. Directors must be members in good standing.
2) Directors shall be elected for a term of one year by the members at an annual general meeting of members. Should the board of directors for any reason have fewer than five members, with more than thirty days remaining until the next scheduled annual general meeting, the remaining members of the board shall promptly call a special general meeting to be held within thirty days, the agenda of which shall include the election of directors to fill all vacancies. The term of any director so elected shall run
until the next annual general meeting. For this purpose, at least half of the then-remaining directors shall constitute a quorum. Should the board fail to call such a meeting within thirty days of the vacancy, any group of members including at least five percent of the society’s membership may do so.
a) At the first meeting of the board of directors, and thereafter if it becomes necessary, the elected directors shall choose a president, vice-president, and secretary-treasurer to constitute the executive committee. The president and vice-president must be board members; the secretary-treasurer may be a board member and must be a member of the corporation in good standing. The remaining board members shall be members-at-large.
b) The new board of directors must elect an executive committee and inform the members of the composition of the executive committee within thirty days after the annual general meeting.
c) No director shall serve for more than two consecutive terms in any single executive position.
d) No director can serve more than three terms in any five-year period.
e) The immediate past president may, at the discretion of the newly elected board of directors, be invited to attend meetings of the board of directors in a non-voting, advisory capacity.
3) A director’s term ends when they:
a) die,
b) resign,
c) are removed from office, or
d) are declared to be incapable by a court; or when
e) their term of office expires.
4) A director may be removed from office by a resolution passed by majority vote of the membership at a special general meeting.
5) A director resigning voluntarily during their term shall tender their resignation to a meeting of the Board of Directors. They will remain in office until the dissolution or adjournment of that meeting, during which the board will act as may be required under section (2) to begin the process of filling the vacancy.
6) There shall be at least one meeting per year of the board of directors. Additional meetings of the board of directors may be called by the president or at the request of any three board members. Meetings of the board of directors may be held at any time and place (including meetings convened and conducted at a distance through electronic media) to be determined by the directors provided that each director is notified of a meeting by phone, email or other means previously agreed upon by the board, forty-eight (48) hours in advance of the meeting. A meeting will be convened by the president or his/her designate. Each director is authorized to exercise one vote.
7) No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors shall invalidate such a meeting or make void any proceedings taken thereat.
8) The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from the position as such; provided that a director may be paid reasonable expenses, as approved in the previous year by the membership at the annual general meeting, incurred in the performance of the director’s duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefor.
INDEMNITIES TO DIRECTORS AND OTHERS
Directors, officers, and others acting on behalf of the corporation shall be indemnified in accordance with the provisions of the Canada Not-for-profit Corporations Act and other applicable legislation. No one shall be indemnified for such costs, charges or expenses as are occasioned by their own willful fraudulent behaviour, neglect or default.
POWER OF DIRECTORS
1) The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.
2) The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors all have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.
3) The board of directors shall take such steps as they may deem necessary to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the corporation.
4) For any new expenditure, the board of directors is restricted to a maximum of $2500. A new expenditure is one for which there is no corresponding item in the budget of the previous two years, and where such budgets have been approved at their respective annual general meetings. Larger expenditures require approval by simple majority at the annual general meeting or a special general meeting of the membership. The corporation shall maintain a minimum reserve fund of $10,000. The board of directors can only access reserve funds with a resolution passed by a two-thirds (2/3) majority vote at the annual general meeting or a special general meeting.
5) The board of directors may 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 by the board of directors at the time of such appointment. a) A reasonable remuneration for all officers, agents, employees and committee members shall be fixed by the board of directors by resolution.
6) The Board of Directors have the power to enforce the Code of Conduct. To this end they may remove privileges associated with an individual’s membership temporarily or permanently, by a simple majority vote. They may not expel a member, but may call a general meeting to vote on such an expulsion as set out in “Conditions of Membership”(6), and may, if they choose, make a recommendation on this vote to the membership. They may also require a member to undertake restorative action such as (but not limited to) a private or public apology, and may take action as above if this is not done in a timely fashion.
For the better maintenance of order at individual events, the Board of Directors shall ensure that every event or meeting space has one or more moderators, who shall be empowered to enforce the Code of Conduct in the context of that event. Sanctions by moderators shall not have effect beyond the event in question, but a moderator may recommend further sanctions to the Board.
COMMITTEES
The board of directors has the authority to appoint and dissolve committees as the board shall deem necessary. The board shall allocate the budget and establish the mandate of any committees so established, and board-established committees shall be accountable to the board of directors.
OFFICERS
1) The executive officers of the corporation shall be the president, vice-president, and secretary-treasurer of the board of directors. Any two positions other than those of the executive committee (i.e., the president, vice-president and secretary-treasurer) may be held by the same person. Officers other than the president and vice-president and secretary-treasurer need not be directors, nor members.
2) The officers of the corporation appointed by the board of directors shall hold office for one year from the date of appointment or election or until their successors are elected or appointed in their stead.
Officers shall be subject to removal by resolution of the board of directors at any time.
DUTIES OF OFFICERS
1) The president shall be the chief executive officer of the corporation. The president shall preside at all meetings of the corporation and of the board of directors. The president shall have the general and active management of the affairs of the corporation. The president shall see that all orders and resolutions of the board of directors are carried into effect.
2) The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon the vice-president by the board of directors.
3) The secretary-treasurer shall:
a) have custody of the funds and securities of the corporation and keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank, trust company or cooperative, or, in the case of securities, with such registered dealer in securities as may be designated by the board of directors from time to time;
b) disburse the funds of the corporation as may be directed by proper authority, taking proper vouchers for such disbursements, and render to the president and other directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the corporation;
c) attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in permanent archives or documents to be kept for that purpose;
d) give or cause to be given notice of all meetings of the members and of the board of directors;
e) from time to time, be empowered by the board of directors, upon resolution of the board of directors, to carry on the affairs of the corporation generally under the supervision of the officers thereof and to perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary-treasurer shall be; and
f) forward applications for membership to the Membership Committee, and act as liaison between the Membership Committee and Board.
4) The duties of all other agents of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.
EXECUTION OF DOCUMENTS
Contracts, documents or any items in writing requiring the signature of the corporation shall be signed by two officers, at least one of whom must be a director, and all contracts, documents and items in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the corporation.
MEETINGS
1) The annual or any other general meeting of the members may be held by means of a telephonic, an electronic or other communication facility determined by the board of directors that permits all participants to communicate adequately with each other during the meeting.
2) At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement, and the report of the public accountant shall be presented, and a public accountant appointed for the ensuing year. Members present at such a meeting may waive the appointment of a public accountant and vote for an internal auditor. This vote must be unanimous.
3) The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or the vice-president shall have power to call, at any time, a general meeting of the members of the corporation.
4) The board of directors shall call a special general meeting of members on written requisition by five percent or more of the members.
5) Ten percent (10%) of the membership will constitute a quorum.
6) A minimum of twenty-one (21) days’ notice by email shall be given to each member of any annual or special general meeting of members. If a member has requested notice by non-electronic means, notice by mail shall be sent to that member at least twenty-one (21) days before the day of the meeting. In order to receive non-electronic notice, the member must have requested such notice at least sixty (60) days before the day of the meeting. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken, and should state the text of any special resolution to be submitted to the meeting.
7) Each member participating in a meeting shall have the right to exercise one vote.
8) The moderator of any meeting shall have the power to silence or remove any member who is disrupting the meeting or in violation of the Code of Conduct. Where possible, this shall be done without affecting the member’s voting rights: but keeping the meeting orderly shall take priority.
CORRESPONDENCE OF THE BOARD OF DIRECTORS
The correspondence of the board of directors, including email correspondence on the business of SF Canada, shall not be available to the general membership of the corporation but shall be available to the board of directors, each of whom shall receive a copy of such correspondence.
VOTING OF MEMBERS
At all meetings of members every resolution shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws.
FINANCIAL YEAR
The fiscal year-end of the corporation shall be June 30.
AMENDMENT OF BYLAWS
The by-laws of the corporation not embodied in the articles may be added to, repealed, or amended by a majority vote of the directors, with the exception of changes referred to in subsections 152 (5) and 197 (1) of the Canada Not-for-profit Corporations Act. By-law changes enacted by the board of directors are effective immediately upon notification of the membership, but must be approved by a two-thirds (2/3) majority vote at the next meeting of members. If a by-law change is not submitted to the next meeting of members, or is rejected by the members, it shall at that time cease to have any force and effect. By-law changes confirmed by the members shall be submitted to the appropriate federal government agency within twelve (12) months of their confirmation. By-law changes referred to in subsections 152 (5) and 197 (1) of the Canada Not-for-profit Corporations Act shall not take effect until approved by a two-thirds (2/3) majority vote of the members. Any member may propose a new by-law, or the amendment or repeal of an existing by-law, including criteria for membership, in accordance with the rules outlined in section 163 of the Canada Not-for-profit
Corporations Act.
The text of any by-law change to be considered at a meeting of members shall be included in the notice of meeting given to members at least twenty-one (21) days before said meeting.
BOOKS AND RECORDS
1) The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.
2) The corporation archives shall be stored online, with offline backup.
RULES AND REGULATIONS
The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual general meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members shall at that time cease to have any force and effect.
If any by-law or proposed amendment conflicts with provisions in the Canada Not-for-profit Corporations Act, the provisions in the Act will take precedence.
INTERPRETATION
1) In these by-laws and in all other by-laws of the corporation hereafter passed, unless the context otherwise requires, the word “they” and its inflections and variants shall be taken as including the singular number with no distinction of gender, and references to persons shall include firms and corporations.
2) “Written notice” shall include notification by email.
formatting edit done June 29, 2023