Bylaws

 SF CANADA

The goals of the corporation shall be to:

1)    foster a sense of community among Canadian writers of speculative fiction;

2)    improve communication between Canadian writers of speculative fiction;

3)    foster the growth of quality writing in Canadian speculative fiction;

4)    carry out lobbying activities on behalf of Canadian writers of speculative fiction; and to

5)    encourage the translation of Canadian speculative fiction.

 

CONDITIONS OF MEMBERSHIP

1)    Membership in the corporation is open to all speculative fiction professionals eligible under the membership criteria approved by the membership by majority vote and in force at the time of application. Membership shall be limited to persons holding Canadian citizenship or landed immigrant status or who are bona fide Canadian residents.

2)    Applications meeting the membership criteria will be approved by the secretary-treasurer. Where the relevance of membership criteria to a particular application is ambiguous or open to interpretation, or where an applicant wishes to appeal the decision of the secretary-treasurer, the application shall be referred 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 vote of three-quarters (3/4) of the members in attendance at an annual meeting or special general meeting, for any cause which the membership may deem reasonable, provided quorum is met.

 

HEAD OFFICE

The Head Office of the corporation shall be in the City of Edmonton, Alberta.

 

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.

  1. a) At the first meeting of the Board of Directors, the elected directors shall choose President, Vice-President, and Secretary-Treasurer to constitute the Executive Committee of the Board of Directors. The remaining two board members shall be Members-at-Large.
  2. b) The new Board of Directors must elect an executive committee and inform the members of the composition of the executive committee within 30 days after the AGM.
  3. c) No director shall serve for more than two consecutive terms in any one capacity.
  4. d) No director can serve more than three terms in any five-year period.
  5. 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 he or she:

  1. a) dies,
  2. b) resigns,
  3. c) is removed from office,
  4. d) is declared to be incapable by a court, or
  5. e) their term of office expires

4)    A director may be removed from office by a resolution passed by a 2/3 majority of those members present (in person, electronically or by proxy) at a Special General Meeting.

5)    A director resigning voluntarily during his or her term shall remain in office until the dissolution or adjournment of the meeting at which the director’s resignation is accepted.

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, 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 AGM, 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

1)    Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company controlled by it, and their heirs, executors and administrators, and estate and effects, respectively, shall at all times be indemnified and saved harmless out of funds of the corporation, from and against:

  1. a) All costs, charges, and expenses which such a director, officer, or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him/her, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him/her, in or about the execution of the duties of his/her office or in respect of any such liability;
  2. b) All other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful 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 at the Annual General Meeting or a Special General Meeting passed by a 2/3 majority of the members present (in person, electronically, or by proxy) at the 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.

  1. a) A reasonable remuneration for all officers, agents, employees and committee members shall be fixed by the Board of Directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remunerations to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.

 

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 [ie. the president, vice-president and secretary-treasurer] may be held by the same person. Officers other than the president, 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:

  1. 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;
  2. 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;
  3. 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;
  4. d) give or cause to be given notice of all meetings of the members and of the board of directors;
  5. 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.
  6. f) adjudicate applications for membership using the membership criteria approved by the membership by majority vote and in force at the time of application, or where the relevance of membership criteria to a particular application is ambiguous or open to interpretation, refer the application to the Board of Directors for a decision.

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 shall be held at any place in Canada as the Board of Directors may determine and on such day as the directors shall appoint. The members may resolve by two-thirds (2/3) vote that a particular meeting of members be held outside Canada. Meetings, either of the Board of Directors or the membership, may be held in person in Canada, outside Canada if approved in advance by 2/3 of the invitees, or electronically, by email on other online discussion media..

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 members carrying not less than 10% of the voting rights.

5)    Twenty members or no less that 10% of the membership  – whichever is greater – either present in person at a meeting or attending electronically will constitute a quorum. Proxy votes will count toward a quorum for the annual meeting of the corporation, but will not count toward a quorum for any special general meeting.

6)    A minimum of fourteen (14) days’ written notice shall be given to each member of any annual or special general meeting of members. 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. Notice of each meeting must remind the member that the member has the right to vote by proxy.

7)    Each member present at a meeting either in person or attending electronically or by proxy shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxy holder who is a member to attend and act at a specific meeting of members. A member holding proxy votes directs all votes held with his or her vote.

Proxies must be declared no later than 4 days before the beginning of an Annual General Meeting or Special General Meeting by being registered with the Secretary-Treasurer, or their delegate. Where the proxy is given to the Secretary-Treasurer to exercise, the proxy must also be registered with either the President or the Vice-President. All proxies to be exercised at the Annual General Meeting or a Special General Meeting must be disclosed to the membership before the meeting can begin.

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 bylaws.

 

FINANCIAL YEAR

The fiscal year-end of the corporation shall be June 30.

 

AMENDMENT OF BYLAWS

The bylaws of the corporation not embodied in the letters of patent may be repealed or amended by bylaw enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said bylaw, provided that the repeal or amendment of such bylaws shall not be enforced or acted upon until registered with the appropriate federal government agency and provided that the membership is given 60 days notice prior to such bylaws being enforced or acted upon.

 

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 Judith Merril Collection of Speculative Fiction of the Toronto Public Library shall be the official depository for the corporation archives.

 

RULES AND REGULATIONS

The board of directors may prescribe such rules and regulations not inconsistent with these bylaws 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 bylaw 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 bylaws and in all other bylaws of the corporation hereafter passed, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

2)    “Written notice” shall include notification by email.

 

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