Bylaws

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Name, Information, and Interpretation

• The name of the corporation shall be SkullSpace Winnipeg Incorporated, as indicated on the Articles of Incorporation from December 30, 2010.

• For the purposes of these bylaws, the term SkullSpace shall refer to the corporation. The term Hackerspace shall refer to the physical space leased by SkullSpace.

Board of Directors

NTD: Every time the directors or the members must decide something, consider whether the vote must be a simple majority, a 2/3 majority, a unanimous vote, or something else. Also consider, when reference is made to the directors or the members deciding something, how that decision is to be reached and recorded. Often, it is by written resolution, but it can also be determined at a meeting duly called for that purpose.

NTD: A point for uniformity: the by-laws make reference to "Board Members", "Member of the Board" etc. For clarity's sake, consider simply using "director".

There are to be five (5) officers of the non-profit corporation that is SkullSpace. These five (5) officers will also serve as the entire Board of Directors.

NTD: Directors are selected by members. Then, directors appoint the officers. So, this point could be reworked to say that there are to be five directors, and then those directors shall also be officers (not the other way around). Usually the directors are given discretion to appoint officers (again, for flexibility's sake). Is it important that the directors and officers are the same people?

NTD: What happens if you want more or less directors? Consider saying "5 directors, or such other number as may be determined by the directors by resolution".

The Board of Directors is made up of members elected by the organization's membership to oversee the management of the corporation. Members of the Board will be elected by the membership by secret ballot.

The Board of Directors shall serve without pay.

Each member of the Board of Directors is required to have insurance, paid for by the organization.

NTD: What kind of insurance? What should the limit be? Who is the beneficiary? If the idea is to protect the directors, this point could say that the organization is required to insure and indemnify the directors. What about insurance to protect third parties, such as the landlord (i.e., Mike)?

Banking will be carried out on a two-to-sign basis, with the Treasurer and any other Board member signing. Purchases above $1000 CAD require a vote by the membership.

NTD: Add a clause indicating who can execute contracts on the corporation's behalf, and how they can be executed.

The duties of the Board shall include: Upholding and advancing the principles of the corporation. Being responsible for the legal, contractual, and financial affairs of the corporation.

NTD: Add a provision to the effect that directors are entitled to cause the corporation to enter into agreements and do such other things as directors deem desirable to advance purposes of the corporation. Also want to authorize directors to borrow money on the corporation's behalf and make loans.

Members of the Board shall have been members of the corporation for a minimum of six (6) consecutive months before they are eligible.

Board members shall be removed from the board: If at a special general meeting of members, a resolution is passed by two-thirds (2/3) of the members present at the meeting that he or she be removed from office;

NTD: Typically, a meeting is expressed as being a general meeting or a special meeting, not both. The sense I get is that this point refers to a special meeting, i.e., a meeting called for the purpose of removing the director. If so, the point could be reworked to reflect that.

If the board member misses two consecutive board meetings without justification; If a board member has resigned from office by delivering a written resignation to the Secretary of the corporation; By a 4/5 vote of the board (not including the board member being voted on);

If he or she is found by a court to be of unsound mind; On death;

Members of the Board shall see that all necessary records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

If a vacancy on the Board occurs within three (3) months of a general meeting, no by-election is necessary. Otherwise a by-election will be held within one (1) month of the seat being vacated.

NTD: Is the intent that, as a consequence of there being no by-election where there is a vacancy on the board, the director's position will remain vacant until the next general meeting of members? If so, this clause could be re-worked to clearly state that (it should also address what happens if there are no longer enough directors to form a quorum). Currently, it says there is no by-election, but we don't know whether that means the position will remain vacant, or whether a replacement director will be appointed by another means (i.e., by the directors themselves).

The Board may take action on urgent items without a meeting given unanimous signed consent of the Board.

NTD: This raises the question of what constitutes an urgent item. Since people may disagree about what constitutes urgency, you could say "… urgent items, as determined by the directors in their sole discretion, without a meeting …"

The Board consists of a President, Vice President, Secretary, Treasurer, and Operations Manager. President: chairs board meetings, manages public-facing communication, appoints people to non-officer roles, and prepares reports on everything aside from finances. Vice President: chairs board meetings in the absence of the President, assists other Directors as needed. Secretary: takes minutes at meetings, responsible for other internal communication. Treasurer: keep record of the organization's budget, accept membership fees, pay bills, files taxes, prepares financial reports at least monthly, and the manages the membership database. Operations Manager: responsible for managing the physical space, safety, and security.

NTD: These positions are typically set out as officer positions, not director positions. Then, the by-laws indicate that these individuals will be appointed from the directors (that way, the directors and the officers are the same). What happens if the directors want to remove an officer, or an officer wants to resign? Can the directors create other officer positions?

NTD: Consider an express delegation clause: "the directors can delegate such tasks to such individuals as they deem advisable".