Bylaws

SECTION 1.0: Membership

 

1.0 The Calgary Linux Users Group Guild shall hereinafter be known as the “Guild”. Executive Board Members of the Guild shall be the respective applicants for the not-for-profit society status of the Guild until their retirement or resignations have been accepted, and such other qualified persons as shall be elected or appointed as Executive Board Members from time to time by a majority of the votes cast by the active Tier Two (2) Members present at any duly constituted meeting of the Membership or as appointed by the majority of the elected Executive Board Members if required by these Bylaws.

1.1 Guild membership is broken into two levels hereinafter known as Tier One (1) and Tier Two (2).

1.1.a Tier One (1) Members may join free of charge, upon notification of their desire to join, to the Secretary and may attend monthly meetings, join the mailing list and volunteer for or participate in any Guild sponsored event.

1.1.b Tier Two (2) Members pay an annual fee of twenty dollars ($20.00) for a twelve (12) month membership and are allotted a single vote at the Annual General Meeting and any other Special General Meetings that may be called, attend monthly meetings, chair committees, join the mailing list, and take advantage of special discounts provided by organizations and businesses that wish to support the Guild. The official Guild membership kept by the Secretary shall consist of only Tier Two (2) Members.

1.2 Any Tier Two (2) Member wishing to withdraw from membership may do so in writing to the Board through its Secretary. If any Tier Two (2) Member is in arrears for fees for any year, such member shall be automatically suspended from Tier Two (2) Membership and all associated benefits and shall thereafter be entitled to only Tier One (1) Membership benefits until such time as fees are paid and Tier Two (2) Membership is reinstated.

1.2.a Any Tier One (1) Member who has had no contact with the Executive Board either through attendance at a regular Monthly Meeting of the Guild, attendance at the Annual General Meeting or email posted on the Guild Mailing List for a period of twelve (12) consecutive months shall at the end of that twelve (12) months no longer be a Member of the Guild.

1.3 Any Tier Two (2) Member may have their benefits and privileges revoked with due cause by a majority vote of all the Board Members present at an Executive meeting, until such time as a Special General Meeting can be called to address the matter of the Tier Two (2) member’s expulsion. This Special General Meeting shall be convened within sixty (60) days of the Executive Board’s decision to revoke the Tier Two (2) member’s benefits. The Tier Two (2) Member, upon a majority vote of the current Tier Two (2) Membership at the Special General Meeting, may be expelled from the Membership for any cause which the current Tier Two (2) Members of the Guild may deem reasonable.

1.3.a Any Tier One (1) Member upon a majority vote of the Executive Board may be expelled from the membership for any cause which the Executive Board may deem reasonable.

SECTION 2.0: President

2.0 The President shall be ex-officio a member of all Committees. He/she shall when present, preside at all meetings of the Guild and of the Executive Board. In his/her absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.

SECTION 3.0: Executive Board (Executive Board shall mean Board of Directors of the Guild)

3.0 The applicants for not-for-profit society status shall become the first or provisional Executive Board of the Guild, hereinafter referred to as the “Board”. Each Executive during his/her tenure of office shall be an active Tier Two (2) Member of the Guild.

3.1 The Board shall, subject to the Bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the Guild, and meetings of the Board shall be held as often as may be required, but at least once every quarter (every three months), and shall be called by the President.

3.1.a Special meetings may be called on the instructions of any two (2) Board members provided that they request the President in writing to call such meeting, and state the business to be brought before the meeting.

3.2 Meetings of the Board shall be called by seven (7) days notice by electronic mail or three (3) days notice by fax or telephone. Any three (3) members shall constitute a quorum, and meetings shall be held without notice if a quorum of the board is present, provided however, that any business transactions at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.

3.3 A person nominated or elected an Executive Board Member becomes an Executive if they were present at the meeting when being nominated or elected, and did not refuse the nomination. They may also become an Executive if they were not present at the meeting but consented in writing to act as an Executive before the nomination or election, or within ten (10) days after the nomination or election, or if they acted as an Executive pursuant to the appointment or election.

3.3.a Any Executive, upon a majority vote of the current Tier Two (2) Members present may be removed from office for any cause which the current Tier Two (2) Members of the Guild may deem reasonable.

3.4 Any current Tier Two (2) Member may be appointed to an Officer-at-Large position by a majority vote of the Executive Board if that current Tier Two (2) Member does not refuse the appointment.

3.5 The office of any Member of the Board shall be automatically vacated:

3.5.a If an Executive shall resign his/her office by delivering a written resignation to the Secretary of the Guild;

3.5.b If he/she is not currently an active Tier Two (2) Member;

3.5.c If, at a Special General Meeting of active Tier Two (2) Members, a resolution is passed by seventy-five (75%) percent of the active Tier Two (2) Members present, that he/she should be removed from office;

3.5.d Upon death;

3.5.e Upon a lengthy absence from the Board. If any Executive Board Member misses two (2) consecutive Executive Board meetings or three (3) consecutive monthly meetings, the remaining Board Members may at their discretion make motion to extend the Members’ absence due to extenuating circumstances;

3.5.f No more than two (2) Executive Board Members may be employed or primarily contracted by the same company. In the case that an Executive Board Member becomes employed or primarily contracted by a company already represented by two other positions on the Board, that person must vacate the Board position within 30 (thirty) days of such change taking place.

3.6 The Executive Board shall take such steps as they may deem requisite to enable the Guild 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 Guild.

3.7 The Executive Board may appoint committees whose Members will hold their Offices at the will of the Executive Board.

SECTION 4.0: Secretary

4.0 It shall be the duty of the Secretary to attend all meetings of the Guild and of the Board, and to keep accurate minutes of the same. He/she shall have charge of the Seal of the Guild, which whenever used shall be authenticated by the signature of the President and Treasurer or Vice-President and Secretary. The seal of the not-for-profit Guild shall be in such form as shall be prescribed by the provisional Board of Executives of the not-for-profit Guild and shall have the words “Calgary Linux Users Group Guild”.

4.1 In case of the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the Guild and be under the direction of the President and the Board.

4.2 The Secretary shall also keep a record of all of Tier Two (2) Members of the Guild and their addresses, send all notices of the various meetings as required, and collect and receive the annual membership fee of the Guild. Such monies shall be promptly turned over to the Treasurer for deposit in Bank, Trust Company, Credit Union or Treasury Branch as required.

4.3 The Secretary shall also keep a current inventory list of donated monies and materials as well as an inventory list of all Guild property and the location of those items.

SECTION 5.0: Treasurer

5.0 The Treasurer shall receive all monies paid to the Guild and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. He/she shall properly account for the funds of the Guild and keep such books as may be directed. He/she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual General Meeting a statement duly audited of the financial position of the Guild and submit a copy of same to the Secretary for the records of the Guild. The Office of the Secretary and Treasurer may be filled by one person if any Annual General Meeting for the election of officers shall so decide.

SECTION 6.0: Execution of Documents

6.0 Contracts, documents or any instruments in writing requiring the signature of the Executive Board Members, shall be signed by either the President and the Treasurer or failing that the Vice-President and the Secretary and all contracts, documents and instruments in writing so signed shall be binding upon the Guild without any further authorization or formality.

6.1 The corporate seal of the Guild, if required, shall be affixed to contracts, documents and instruments over top of the signature of the President and the Treasurer OR the Vice-President and the Secretary.

SECTION 7.0: Auditing

7.0 The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two (2) current Tier Two (2) Members of the Guild who are not members of the Executive Board, chosen from a list of volunteers, appointed for that purpose at the Annual General Meeting by the voting Tier Two (2) Members present. A complete and proper statement of the standing of the books for the previous fiscal year shall be submitted by such auditor(s) at least forty-five (45) days prior to the Annual General Meeting of the Guild.

7.0.a Should the Guild choose to utilize the services of Tier Two (2) Members in good standing for auditing purposes, such volunteers may not serve as auditors for two (2) consecutive years.

7.1 Unless otherwise determined by the Executive Board, the fiscal year-end of the Guild shall be the 31st day of December.

7.2 The books and records of the Guild may be inspected by any Tier Two (2) Member of the Guild at the Annual General Meeting or at any time upon giving reasonable notice and arranging a time satisfactory to the Executive(s) having charge of same. Each member of the Board shall at all times have access to such books and records.

SECTION 8.0: Meetings of Membership

8.0 The Guild shall hold an Annual General Meeting within the first (1st) quarter of the fiscal year. Fifteen (15) days prior written notice shall be given to each active Tier Two (2) Member of any annual or special general meeting of the Membership. This notice will be given by electronic mail to the last known address, posted at Guild frequented locations, and posted on the Guild website.

8.0.a At this meeting there shall be elected a President, Vice-President, Secretary, Treasurer and any number of officer-at-large positions. These officers so elected shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next meeting, provided it is so stated in the notice calling such meeting. Any Tier Two (2) Member in good standing shall be eligible to any office in the Guild.

8.1 At any time, a Special General Meeting of the Active Tier Two (2) Members of the Guild may be called by a minimum of three (3) Executive Board Members, or by petition signed by one-third (1/3) or more of the active Tier Two (2) Membership. The Secretary shall ensure that such a meeting is called with thirty (30) days of receipt of such notice.

8.1.a Eight (8) Tier Two (2) Members (including Executive Members) constitutes a quorum at an Annual General and Special General Meeting.

8.2 Provided that there shall be no less than four (4) Executive Board Meetings throughout the year and one (1) Annual General Meeting per year, meetings of the Executive Board may be held at any time and place to be determined by the members of the Executive Board. A minimum of seven (7) days notice of each such meeting shall be sent in writing or by electronic mail to each Executive. Any Executive may at any time waive notice of such meeting and may ratify, approve and confirm any or all proceedings taken or had.

8.2.a An Executive may, if a majority of the other Executives consent, participate in a meeting of Executives or of a committee of Executives by means of such: telephone, Internet Relay Chat, or other communications facilities as will permit all persons participating in the meeting to communicate with each other, and an Executive participating in such a meeting by such means is deemed to be present at that meeting. The chairperson of the meeting will address the security concerns raised with respect to employment of other communications facilities, which permit persons to participate in a meeting.

8.2.b Three (3) Executive Members shall constitute a quorum at all Executive Board Meetings.

SECTION 9.0: Voting of Members

9.0 The Executive Board Members are the only Members who vote on a regular basis (four (4) times/year or whenever deemed necessary by the Executive Board) at an Annual General Meeting or a Special General Meeting of all Tier Two (2) Members.

9.1 At all Annual General Meetings and Special General Meetings of active Tier Two (2) Members of the Guild, every question shall be determined by a majority of votes by active Tier Two (2) Members unless otherwise specifically provided by statute or by these Bylaws.

SECTION 10.0: Remuneration

10.0 Any Executive or member who is engaged in or is a member of a firm engaged in any business or profession may act in and be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the Guild.

10.0.a Beyond such specific compensation, and the repayment of expenses incurred in the performance of authorized duties, no Executive or other member shall directly or indirectly receive any profit or remuneration from his/her position as such.

SECTION 11.0: Borrowing Money

11.0 The Guild has no rights to borrow money for terms. Any payables must be cleared within Thirty (30) days of receipt, as cash flow permits.

SECTION 12.0: Amendment of Bylaws

12.0 The Bylaws of the Guild may be rescinded or amended by Special Resolution at a General Meeting. The Board shall give the Tier Two (2) Members a minimum of twenty-one (21) days notice and at such meeting a minimum of seventy-five (75 %) percent of voting members must vote in favour of the Special Resolution.

SECTION 13.0: Dissolution

13.0 In the event of the Dissolution of the Guild any and all assets remaining after any and all outstanding debts and liabilities have been resolved shall be donated to a registered charity or charities as agreed upon by a majority of the Tier Two (2) Members. In the event that a majority agreement cannot be reached regarding the disbursement of assets by Tier Two (2) Members the decision shall be made by the Board.

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