ORGANIZATIONAL BY-LAWS v1.0
Voted into effect Jan 21, 2015
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ARTICLE 1 – MEMBERSHIP
1.1 Membership in the Toronto Skateboarding Committee (hereafter known as the “Committee”) will be considered for any person who has attained the age of sixteen (16) years and who subscribes to the Committee’s purpose and objectives.
1.2 Membership in the Committee shall become effective upon receipt of the completed membership form, associated documents (membership form on Committee website) and approval of standing membership sub-committee.
1.3 Membership term: No expiry is set. Membership maybe terminated or a member expelled as indicated by clauses below.
1.4 Membership in the Committee and all rights and privileges attached thereto, shall cease under the following circumstances:
1.4.1 Upon receipt of written notice of resignation to the Chair from the member;
1.4.2 Being in default with respect to the receipt of the membership form and required documents;
1.4.3 Being expelled from membership by reason of undertaking activities that are not consistent with the purpose of the Committee, or ceasing to be a member of the membership category for any reason;
1.4.4 Being in default with respect to attendance requirements – being absent from three consecutive meetings without attaining executive permission.
1.5 Expulsion shall proceed as follows:
1.5.1 Notice of intention to expel shall be served on the member in writing, with such notice to state the grounds of expulsion;
1.5.2 Expulsion shall be upon a majority vote of the Board of Directors at a regular or special meeting of the Board;
1.5.3 The member shall be notified in writing of the Board’s decision;
1.5.4 Where a negative decision is rendered, the member may appeal the grounds for expulsion by notifying the Chair within ten (10) working days of his or her intention to do so;
1.5.5 The member’s appeal shall be heard at the next regular Board of Directors meeting following the meeting of the Board at which the expulsion decision was rendered.
ARTICLE 2 – VOTING RIGHTS
2.1 Each member in good standing shall have one (1) vote on all questions put to the members at any general meeting of the membership.
2.2 Any motion, except for a motion to amend the by-laws or a motion to dissolve the Committee, shall be deemed to have carried by receiving a simple majority of votes, plus one from the members present.
2.3 Voting shall be by a show of hands unless any member present shall request a ballot.
2.3.1 Where a ballot is requested by a member, it shall be a secret ballot. The Coordinator of the Committee shall serve as the Returning Officer.
ARTICLE 3 – MEETINGS OF THE MEMBERSHIP
3.1 Members shall be notified of any general meeting of the Committee not less than seven (7) days in advance of the scheduled date of the meeting.
3.2 Notice of a general meeting shall include:
3.2.1 The purpose, place, day, and time of the meeting;
3.2.2 A provisional agenda;
3.2.3 Notices of motions/resolutions to be put before the membership.
3.3 Notice of meeting shall be by mail or electronic media to the member’s address as noted in the records of the Committee. Postmark or dated electronic media no less than seven (7) days in advance of the scheduled meeting shall be used to confirm delivery of the material.
3.4 A minimum of one (1) general meeting will be held each year.
3.5.1 At the Annual General Meeting shall be no less than fifty (50) percent of the members.
3.5.2 General Meetings or Special Meetings shall be no less than 7 (seven) members.
3.5.3 At the Annual General Meeting, General Meetings or Special Meetings shall be no less than fifty (50) percent of the members.
3.6 Special Meetings of the members to consider questions other than those put before the Annual General Meeting or General Meetings shall be called under one of the following two conditions:
3.6.1 Where the Board of Directors deems an issue of significance to the entire membership is such that it requires debate;
3.6.2 Where members petition the Board of Directors to call such a meeting; a members’ petition to the Board of Directors shall require the signature of at least ten (10) voting members in good standing, served to the Chair of the Committee.
3.7 The Board of Directors shall provide fourteen (14) days notice of the Special Meeting to Members.
3.8 Notice of Meeting shall be by mail or electronic media to the member’s address as noted in the records of the Committee. Postmark or electronic media mark no less than fourteen (14) days in advance of the scheduled meeting shall be used to confirm delivery
3.9 Only the question stated in the Notice of Meeting shall be put to the members at the Special Meeting.
3.9.1 Notice of a Special meeting shall include:
18.104.22.168 The purpose, place, day, and time of the meeting;
22.214.171.124 A provisional agenda;
126.96.36.199 Notices of motions to be put before the membership.
3.10 Robert’s Rules of Order shall govern the conduct of meetings.
ARTICLE 4 – BOARD OF DIRECTORS
4.1 There shall be a Board of Directors elected from the Members consisting of not less than five (5) individuals and not more than ten (10) individuals.
4.2 The Board of Directors shall be charged with the governance and management of the Committee on behalf of the members.
4.3 The term of service of a Director shall be a one (1) year term, commencing upon the dissolution of the Annual General Meeting at which a Director is elected.
4.4 There shall be no limit to consecutive terms.
4.5 Where an incumbent Director’s position becomes vacant during a term, the Board of Directors may appoint an Interim Director to the position.
4.6 Interim Directors shall serve from the date of appointment by the Board until the next Annual General Meeting.
4.7 A Director shall be deemed to have vacated his or her position under the following circumstances:
4.7.1 Upon delivery of a letter of resignation to the Chair;
4.7.2 Upon absence without cause for three (3) consecutive regular Board meetings;
4.7.3 Upon taking up regular or term employment with the Committee;
4.7.4 Upon being expelled by a resolution of the Board.
4.8 Notice of Intention to Expel from the Board of Directors shall be served in writing at least twenty-one (21) days in advance of the Board meeting at which the expulsion shall be voted upon, and shall state the grounds of expulsion.
4.8.1 A Director under notice of Intention to Expel shall have the right to contest such notice at the Board meeting at which the expulsion is to be voted upon.
4.8.2 Expulsion shall be deemed to have occurred upon the passing of a motion by a simple majority of Directors.
4.9 The Board of Directors shall meet at least six (6) times per year.
4.9.1 Notice of meetings of the Board shall be in writing not less than five (5) days prior to the meeting. Notice may be served by mail or electronic media and shall include relevant supporting material upon questions to be put forward.
4.9.2 Quorum at meetings of the Board of Directors shall be fifty (50) percent plus one Director.
4.9.3 Each Director present shall have one (1) vote on all questions put forward.
4.9.4 Voting shall be by show of hands; a simple majority vote shall decide the outcome of all motions.
4.9.5 Voting shall require 2/3 majority to pass.
ARTICLE 5 – OFFICERS OF THE BOARD OF DIRECTORS
5.1 At a special meeting of the Board of Directors commencing immediately upon the adjournment of the Annual General Meeting, the Directors shall appoint officers from their membership.
5.2 The mimimum Officers of the Board of Directors shall be:
5.2.1 The Chair, who shall preside at Board of Directors meetings, shall sit as an exofficio member on all other Standing Committees of the Board and make any official statements to the media;
5.2.2 The Vice-Chair, who shall act in the capacity of Chair when the Chair is not available;
5.2.3 The Immediate Past Chair, who shall serve in an advisory capacity to the current Board of Directors.
5.2.4 The Secretary, who shall be responsible for taking or arranging all meeting documentation including minutes, logs and associated distribution to members.
5.2.5 The Coordinator is appointed by the Board of Directors to serve as the administrative officer.
5.2.6 Heads of all standing sub-committees
ARTICLE 6 – SUB-COMMITTEES
6.1 Standing Sub Committees shall include but not be limited to:
6.1.1 The Membership Committee;
6.1.2 The Skatepark Strategy Committee;
6.1.3 The Marketing Committee;
6.1.4 The Board of Directors shall form such standing or ad-hoc committees as it shall deem necessary to meet organizational objectives;
6.1.5 The term of membership on a standing committee shall be one year, commencing at the transitional meeting after the Annual General Meeting.
6.2 Provisional sub-committees may be formed as needed to manage committee projects and business, and address particular issues as they arise.
6.2.1. Provisional sub-committees work at the direction of the TSC, and are not self-appointed.
6.2.2 Provisional sub-committees are not adherent to rules on quorum, but recommendations must go before the full committee and be subject to a vote to move forward, or for recommendations to be incorporated.
ARTICLE 7 – AMENDMENTS TO THE BY-LAWS
7.1 The By-Laws may be rescinded, altered or added to by a special resolution at a general meeting by:
7.1.1 Notice of the meeting with not less than twenty-one (21) days’ notice, specifying the intention to propose the by-law resolution and;
7.1.2 Approval of not less than seventy-five (75%) of those members in attendance;
7.1.3 A resolution proposed and passed as a special resolution at a general meeting of which less than twenty-one (21) days’ notice has been given, if all the members entitled to attend and vote at the general meeting so agree, or;
7.1.4 A resolution consented to in writing by all the members who would have been entitled at a general meeting to vote on the resolution in person.
ARTICLE 8 – DISSOLUTION OF THE COMMITTEE
8.1 Dissolution of the Committee shall be proposed by the Board of Directors only under the following condition:
8.1.2 Where the mission of the Committee is deemed no longer necessary or viable and it has been Determined by the Board of Directors that there is no alternative mission that is appropriate.
8.2 At such time the Board of Directors has deemed continuance impossible under the conditions stated in 14.1.1 and 14.1.2, the Board shall call a Special General Meeting of the members to consider a Resolution to Dissolve. The Resolution to Dissolve shall state:
8.2.1 The reason for dissolution;
8.2.2 Plan for the distribution of assets, if any.
8.3 Dissolution of the Committee requires the Resolution to Dissolve to be approved by a majority vote of 75% of the membership in attendance at the Special Meeting.
8.4 Distribution of remaining assets shall be those which are residual after the payment of all outstanding liabilities including the return of unused portions of grants to funding bodies. These may include tangible assets and monetary assets.
8.5 Distribution of fixed assets shall only be to another organization in the community, which is registered in Ontario or has charitable status as determined by Federal statute.