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| + | #REDIRECT [[General By-law of SkullSpace Winnipeg Inc.]] |
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| − | '''PLEASE DO NOT EDIT THIS PAGE UNTIL FURTHER NOTICE -- TRANSLATION/MERGE/REORGANIZATION FROM .DOC IN PROGRESS'''
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| − | * Comments in red from the Lawyer still need to be addressed.
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| − | * Clauses are numbered so that we can refer to them numerically.
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| − | = 1. Name, Information, and Interpretation =
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| − | # The name of the corporation shall be '''SkullSpace Winnipeg Incorporated''', as indicated on the Articles of Incorporation from December 30, 2010.
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| − | # 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.
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| − | = 2. Board of Directors =
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| − | * <span style="color:DarkRed"><Lawyer> 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.</span>
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| − | * <span style="color:DarkRed"><Lawyer> 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".</span>
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| − | # 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.
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| − | #* <span style="color:DarkRed"><Lawyer> 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?</span>
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| − | #* <span style="color:DarkRed"><Lawyer> 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".</span>
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| − | # 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.
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| − | # The Board of Directors shall serve without pay.
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| − | # Each member of the Board of Directors is required to have insurance, paid for by the organization.
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| − | #* <span style="color:DarkRed"><Lawyer> 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)?</span>
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| − | # Banking will be carried out on a two-to-sign basis, with the Treasurer and any other Board member signing.
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| − | #* <span style="color:DarkRed"><Lawyer> Add a clause indicating who can execute contracts on the corporation's behalf, and how they can be executed.</span>
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| − | # Purchases above $1000 CAD require a vote by the membership.
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| − | # The duties of the Board shall include:
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| − | ## Upholding and advancing the principles of the corporation.
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| − | ## Being responsible for the legal, contractual, and financial affairs of the corporation.
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| − | ##* <span style="color:DarkRed"><Lawyer> 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.</span>
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| − | ##* <span style="color:DarkRed"><Lawyer> Members of the Board shall have been members of the corporation for a minimum of six (6) consecutive months before they are eligible.</span>
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| − | # Board members shall be removed from the board:
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| − | ## 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;
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| − | ##* <span style="color:DarkRed"><Lawyer> 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.</span>
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| − | ## If the board member misses two consecutive board meetings without justification;
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| − | ## If a board member has resigned from office by delivering a written resignation to the Secretary of the corporation;
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| − | ## By a 4/5 vote of the board (not including the board member being voted on);
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| − | ## If he or she is found by a court to be of unsound mind;
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| − | ## On death;
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| − | # 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.
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| − | # 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.
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| − | #* <span style="color:DarkRed"><Lawyer> 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).</span>
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| − | # The Board may take action on urgent items without a meeting given unanimous signed consent of the Board.
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| − | #* <span style="color:DarkRed"><Lawyer> 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 …"</span>
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| − | # The Board consists of a President, Vice President, Secretary, Treasurer, and Operations Manager.
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| − | ## President: chairs board meetings, manages public-facing communication, appoints people to non-officer roles, and prepares reports on everything aside from finances.
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| − | ## Vice President: chairs board meetings in the absence of the President, assists other Directors as needed.
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| − | ## Secretary: takes minutes at meetings, responsible for other internal communication.
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| − | ## 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.
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| − | ## Operations Manager: responsible for managing the physical space, safety, and security.
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| − | ##* <span style="color:DarkRed"><Lawyer> 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?</span>
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| − | ##* <Lawyer> Consider an express delegation clause: "the directors can delegate such tasks to such individuals as they deem advisable".
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| − | ##** <Mak> Added clause for this below.
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| − | # Board members may delegate tasks to members as they deem advisable.
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| − | = 3. Members =
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| − | # Membership is only by invitation from an existing member.
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| − | #* <Lawyer> Add a clause indicating who can execute contracts on the corporation's behalf, and how they can be executed.If members can only be invited by existing members, how do "existing members" become members when there are no other members? What are the eligibility criteria to become a member? Right now, it is sort of a chicken and egg scenario: you need to have existing members to bring in members, but what happens if you don't yet have any existing members?
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| − | #** <Mak> We avoid this issue by already having members at the time the bylaws are put into effect.
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| − | #* <span style="color:DarkRed"><Lawyer> Must the member make an application? If so, to whom?</span>
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| − | # Approval of a new member is contingent on their being no more than one specific objection to their membership. This means that if at least two members object to the joining of a new member, that member may not join.
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| − | #* <span style="color:DarkRed"><Lawyer> To be clear, who are making these specific objections? Members, or directors? Is membership approval subject to a vote, and if so, by whom (and must it be a majority decision, or something else)?</span>
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| − | # For insurance and safety purposes, potential members may be subject to a background check and interview.
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| − | #* <span style="color:DarkRed"><Lawyer> What does a "background check and interview" mean? This should be specifically set out (i.e., "a criminal record check to be conducted by the Winnipeg Police Service"). Who conducts these checks and interviews?</span>
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| − | # The organization reserves the right to limit membership based on the capacity of the Hackerspace.
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| − | #* <Lawyer> This clause should go together with the clause that says new members must be invited by existing members. All of the "member qualification" provisions should go together.
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| − | #** <Mak> Moved the clause higher up.
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| − | #* <span style="color:DarkRed"><Lawyer> Is there a hard maximum number of members that are allowed?</span>
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| − | #* <Lawyer> Which space - the Hackerspace? This point could be clearer - i.e., the directors reserve the right to limit membership if the amount of members exceeds the Hackerspace's capacity to hold members, as determined by the directors, from time to time.
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| − | #** <Mak> Changed the wording to remove the relation to the space. Now directors can just stop new memberships if they need. Why would they need? Who knows.
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| − | # The Board will determine the cost of a monthly membership.
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| − | # The Board may decide to charge an additional fee to new members on top of the cost of a monthly membership.
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| − | # The Board may decide to require a damage deposit for access to the Hackerspace, to offset the cost of an insurance claim.
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| − | # Membership is payable to SkullSpace on the 15th of the month for the subsequent month
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| − | #* <Lawyer> Who are the fees payable to? I assume the Corporation, but we should confirm that.
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| − | #** <Mak> Specified that fees are payable to SkullSpace, which was defined at the start.
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| − | # Membership shall be limited to persons interested in furthering the objects of the organization.
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| − | # Members have as privileges:
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| − | ## 24-hour physical access to the Hackerspace by whatever means are currently in use.
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| − | ## Voting in elections and decisions.
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| − | ## Access to General meetings.
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| − | # Members have as responsibilities:
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| − | ## Ensuring that they are subscribed to the announcements email list.
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| − | ## TODO: Liability / Accountability. Should include statements regarding personal responsibility for conduct / etc. (Need some statements covering off Theft, Illegal Activity in the space or using space resources, Personal accidents, etc.)
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| − | ##* <span style="color:DarkRed"><Lawyer> This is an excellent idea. The consequences of failing to meet these statements (i.e., revocation of membership, responsibility to indemnify the corporation and third parties for losses caused by this prohibited behaviour) should be set out. Should also have a statement that members will comply with the Articles and the by-laws.</span>
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| − | # Members may resign by written notice to the Secretary.
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| − | # Members that are one month behind in their dues will have their membership revoked.
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| − | #* <Lawyer> If a member is one month behind in his or her dues, does he or she have the option to resign (i.e., "may")? Or, do the directors have the right to revoke the member's membership? I suspect the latter, and, if so, this point should be reworked to indicate the directors may revoke the membership.
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| − | #** <Mak> Split into two clauses, to make clearer.
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| − | # Upon resignation, members will be removed from the access list for the Hackerspace.
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| − | # A majority of the Board can vote to suspend the membership of a member, at which time their access to the Hackerspace will also be suspended.
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| − | #* <span style="color:DarkRed"><Lawyer> Should probably set out notice to a member who may be suspended, member's right to make representations to directors (i.e., procedural fairness considerations). Should also have a provision re: removal of members (i.e., skip suspension and go straight to removal).</span>
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| − | # In order for the suspension to be lifted, the suspended member must go through the same vetting process as occurs on acceptance of a new member.
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| − | # Members are required to be excellent to one another.
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| − | #* <Lawyer> I get the idea, but we should consider slightly more objective language here.
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| − | #** <Mak> We recognize that the language in this clause makes it unenforceable, and we're okay with that.
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| − | # Members are permitted one guest at a time in the Hackerspace, and are responsible for the actions of their guest.
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| − | = 4. Committees =
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| − | # The Board may appoint standing and ad hoc Strike Forces as needed.
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| − | = 5. Meetings =
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| − | # Regular meetings of the membership shall be held on at least a bi-weekly basis to keep the members involved and informed in ongoing decisions involving the corporation. Announcements regarding changes to meeting date, time, or venue shall be made to the entire membership with a minimum of 48 hours notice.
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| − | #* <span style="color:DarkRed"><Lawyer> This is a lofty goal - it may not be achievable every two weeks on a go-forward basis. Consider putting in an out-clause for the members, i.e., members' meetings should be held at least every two weeks, and if they are not, then …
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| − | # Meetings of the Board shall be held on a monthly basis and additionally as requested by two or more members of the Board. Announcements regarding changes to meeting date, time, or venue shall be made to the entire Board with a minimum of 48 hours notice.
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| − | # The agenda for Board meetings shall be distributed 48 hours in advance.
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| − | # Decisions will be by made by general consensus confirmed by vote.
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| − | # A quorum is a majority of the board.
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| − | # In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
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| − | #* <span style="color:DarkRed"><Lawyer> Same comment as above with respect to the frequency of meetings. Should state where meetings can be held, and if meetings can be held by phone, electronically or otherwise. What happens if there is a tie vote? Add a provision that decisions can be made by written resos signed by all directors in lieu of a meeting.</span>
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| − | # Annual General Meetings of the Membership exist in order to comply with legal requirements, elect new Board members, go over the financial records of the organization, update the bylaws, and make any other decisions which require the input of most of the membership.
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| − | # Notice of the meeting will be posted in the Hackerspace and sent to the entire membership with a minimum of thirty days notice.
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| − | # The agenda for the meeting will be distributed to the membership 48 hours in advance, including any specific amendments proposed to the bylaws.
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| − | # If a member misses the meeting despite the best efforts of the board to give notice of the meeting, this shall not invalidate the results of the meeting.
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| − | # Decisions will be by made by general consensus confirmed by vote, except for changes to bylaws which must be passed with two-thirds majority.
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| − | # A quorum for the meeting shall be two-thirds of the membership.
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| − | # In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
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| − | #* <span style="color:DarkRed"><Lawyer> May want to allow for proxies. Should state where meetings can be held. What happens if there is a tie vote? Who chairs the meeting? Add a provision that decisions can be made by written resos signed by all members in lieu of a meeting.</span>
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| − | # Special General Meetings of the Membership are subject to the same provisions as the Annual General Meeting and may be held at any time when called for by a majority of Board members.
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| − | #* <span style="color:DarkRed"><Lawyer> As we noted above, the use of "special" and "general" together is somewhat contradictory - either a meeting is a "special" meeting, or it is a "general" meeting. I think you want this to be a "Special Meeting of the Membership".</span>
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| − | #* <span style="color:DarkRed"><Lawyer> Consider a provision re: invalidity of notice or failure to deliver does not invalidate business transacted at meeting.</span>
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| − | #* <span style="color:DarkRed"><Lawyer> Meetings by telephone or other means?</span>
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| − | = 6. Conflict of Interest =
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| − | # Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
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| − | # Any member with a persistent conflict of interest, notably individuals receiving money from the organization, may not serve on the Board of Directors.
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| − | = 7. Fiscal Policies =
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| − | # The fiscal year of the board shall be September 1st to August 31st.
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| − | #* <Lawyer> Typically, the fiscal year is addressed by saying the fiscal year-end is "x date", instead of setting out a beginning date and an ending date. So, you could just say the fiscal year-end is August 31st.
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| − | #** <Mak> I don't see any harm in the added specificity.
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| − | # The full financial details of the corporation, including income, expenses, and donations, will be made available in electronic form to any member upon request. Members may request this information from the Treasurer, and will receive a response within a week. The information provided is to be no more than one month old.
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| − | #* <Lawyer> Who does the member make the request to? How long does a person who receives the request have to respond?
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| − | #** <Mak> Added wording to address.
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| − | # Transactions that are material to the organization should be reviewed or audited monthly.
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| − | #* <span style="color:DarkRed"><Lawyer> What constitutes a material transaction? Who decides if a transaction is a material transaction? Who conducts the review or audit?</span>
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| − | # There should be a minimum review done monthly that ensures the organization has sufficient funds to operate at a net-neutral fashion.
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| − | #* <span style="color:DarkRed"><Lawyer> Similar questions as above - who does this review?</span>
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| − | # If there is a net-negative situation, the membership should have a vote with a cash call to ensure the Directors are not in a situation where the members have voted for operations to continue although this would create financial liability for the Directors.
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| − | #* <span style="color:DarkRed"><Lawyer> Consider spelling out the obligations in this point a little clearer. "Should" the membership have a vote, or "must" it have a vote? If there is to be a cash call, how much should each member have to contribute (presumably, as much as is required to avoid financial liability for the directors).</span>
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| − | #* <span style="color:DarkRed"><Lawyer> Cash call provisions are a little odd in a non-profit organization's by-laws (they are the kind of thing you would expect to see in a private corporation's by-laws). also typically set out consequences for members who fail to meet the cash call (i.e., revocation of membership, suspension, etc.)</span>
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| − | = 8. Amendments =
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| − | # These by-laws may be amended by a two-third vote of members present at any General or Special member meeting, provided a quorum is present and provide a copy of the proposed amendment(s) are provided to each member with the agenda for the meeting.
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