bylaws [Saskatoon Techworks]

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==== Bylaws of Saskatoon TechWorks Inc ====
=== Definitions and Interpretation ===
  - In these bylaws:
    - "Act" means the Non-Profit Corporations Act, 1995;
    - "TechWorks" or "Corporation" means the corporation constituted in accordance with the Act, and registered under the name "Saskatoon TechWorks Inc.";
    - "Bylaws" means these bylaws of TechWorks, as amended from time to time;
    - "Annual Meeting", "Annual General Meeting" or "AGM" means an annual general meeting of TechWorks;
    - "Special General Meeting" or "SGM" means an special general meeting of TechWorks;
    - "General Meeting" means a general meeting of TechWorks other than the annual meeting;
    - "Member" means a registered member of TechWorks;
    - "Board" means the board of directors of TechWorks;
    - "Director" is any member who has been elected or appointed to the board;
    - "Resolution" means a motion that is:
      - passed at a properly convened meeting of TechWorks by a majority of the votes cast by persons who:
        - are present personally;
        - vote with respect to the resolution; and
      - are entitled to exercise the powers of voting conferred by the Act or bylaws of TechWorks;
    - "Special Resolution" means a resolution that is:
      - passed at a properly convened meeting of TechWorks by not less than two-thirds of the votes cast by persons who:
      - are present personally;
      - vote with respect to the resolution; and
      - are entitled to exercise the powers of voting conferred by the Act or bylaws of TechWorks; or
      - approved by the signature on the resolution of the majority of all the persons who are entitled to exercise the power of voting conferred by the Act or the bylaws of TechWorks; and
    - "Policies" means the Policies of TechWorks, as determined by the Board and/or by a resolution or special resolution; and
    - "Member in Good Standing" is a Member who has paid Application Fees if applicable, all current Membership Dues if applicable, and any other applicable fees to TechWorks, and has not withdrawn from membership nor been suspended or expelled; and
    - "Register of Members" means the register maintained by the Board of Directors containing the names of the Members of TechWorks and their Member Status.
    - The rights and obligations given or imposed on TechWorks or its members are in addition to any rights or obligations given or imposed on TechWorks or the its members pursuant to the Act;
    - If there is any conflict between these bylaws and the Act, the Act prevails.

=== Purpose and Objectives ===
  - TechWorks Mission Statement is "To develop an inclusive community interested in the pursuit of innovation in science, technology, modern culture, and creative arts."
  - In furtherance exclusively of the main objective, the organization shall have the following secondary objectives:
    - To lease, purchase, or otherwise acquire physical facilities to house operations and material accumulated by TechWorks, including (but not necessarily limited to) a physical workspace for use by Members.
    - To provide safe, inviting, and friendly environments where the community can meet, work and socialize together.
    - To promote creative and social interactions among Members.
    - To facilitate collaborative projects amongst the Membership whenever possible.
    - To foster the idea of knowledge sharing and continued education within the community, and the general public.
    - To promote and support the use and development of open technologies, standards, and ideas by the community, the general public, and other bodies.
    - To foster and work with other bodies which have similar or complementary objectives.
    - To raise funds to achieve the goals of the Corporation.  This includes accepting gifts, grants, legacies, sponsorships, bequests, and inheritances.

=== Workspace ===
  - As defined in the Purpose and Objectives, the primary purpose of the Society is to procure and provide access to a collaborative workspace for its members.
  - This goal is fundamental to the Corporation and shall supersede all other concerns of the Corporation, except those relating to compliance with the Act, any applicable statute, legislation, and other applicable municipal, provincial, or federal legislation.
  - It is the intent of the Corporation for activities within and involving the Space to be “member-driven” in nature; that is, the purpose and use of the Space is to be determined by the membership at their desire and is not specifically mandated by the Board or the Policies, except where any use of the Space would be in contradiction with these Bylaws as so defined.
  - Members are not to unilaterally alter any permanent physical structure of the Space, including but not limited to placement of windows, doors, and other physical features, except with the express permission of the Board.
  - It is understood in good faith that the Board will defer to the membership as a whole in any major such matters, and may call a vote on the matter.
  - Members are not to conduct, organize, or sanction any activity within the Space of an expressly illegal nature as per the Criminal Code of Canada, the Youth Criminal Justice Act, the Firearms Act or any applicable Saskatchewan provincial statutes.
  - Such actions may constitute grounds for suspension or termination of membership.
  - Education about any illegal activity for the purposes of training in security or loss prevention is exempt from this restriction, provided no illegal activity transpires on the premises, nor appears to be sanctioned by the Society or the Members present.
  - Members are solely responsible for their conduct within the Space, and are personally responsible for their safety, including but not limited to ensuring that their understanding of and training on any equipment present at the Space is sufficient.
  - As an act of official membership, Members implicitly release the Society and the Board from any liability or responsibility for Member actions resulting in personal injury, or in any way contravening these Bylaws as defined.
  - For the safety of all members and guests, any project involving, but not limited to, any airborne gases, fumes, chemicals, explosives, or incendiaries must be approved by the Board.
  - All members working on a dangerous or hazardous project are required to notify the Board of the project and the potential hazards, and place any warnings or notices near or around their project as required by the Board.

=== Membership ===

== New Members ==
  - To apply for Membership, an individual must:
    - Reside in Saskatchewan, and be the full age of 18 years; and
    - Be vouched for by two Regular Members; and
    - Apply using the official "Application for Membership" to the Board of Directors, or the Membership Committee if one has been established.
  - Any individual may become a Member in the appropriate category by:
    - Meeting the requirements; and
    - Upon the approval of and at the discretion of the Board of Directors, or a Membership Committee if one has been established; and
    - Paying the Application Fee, if any.
  - The individual will be entered as a Member under the appropriate category in the Register of Members.
  - The Board or Membership Committee may choose to put an applicant on probation for up to sixty (60) days.
    - Any individual on probation has all the rights and responsibilities of Regular Members under the Act, Bylaws and Policies except for the following exceptions:
    - They may attend but not vote at TechWorks' meetings; and
    - They may not bring guests to the Space;
    - At any time during the probationary period the Board or Membership Committee may approve or reject the application.
    - All individuals who have paid membership fees prior to the first annual general meeting will be grandfathered in as Regular Members, able to vote at the first annual meeting, without a probation period.
	
== Membership Committee ==
  - If established, the Membership Committee shall consist of at least three (3) Members in Good Standing, and no more than seven (7) Members in Good Standing, as voted by the membership at a general meeting or via Special Resolution.
  - Such a Membership Committee will be entitled to accept any membership application with a minimum of two committee members approving the application.
  - Upon receipt of any application, all members of the Membership Committee will be sent a copy of the application. The members then have three (3) business days to approve or deny the application. If the application is rejected by any member of the committee, a two-thirds majority vote of committee members shall be required to approve the application.
  - If Application Fees and/or Membership Dues have been received from the applying member in advance and the application is denied, these amounts shall be returned in full within three (3) business days.
  - Committee members may make their vote electronically via e-mail to the other members of the Membership Committee.
  - If a member of the Membership Committee becomes a member who is not in Good Standing, they may be replaced at the discretion of the Board and ratified at the next general meeting.
  - Any new member accepted by the Membership Committee may be reviewed and overturned at the next regular meeting. A list of new members since the last regular meeting shall be provided by the Membership Committee.
  - If a Membership Committee has not been established, the Board of Directors shall act as a Membership Committee in accordance with the procedures until such time as a Membership Committee is established.
  - The Membership Committee may be dissolved at any point by a Resolution at any General Meeting. Membership decisions will then default to the Board until such time as another Membership Committee is established.

== Rights and Privileges ==
  - Any Member in good standing is entitled to:
    - Access The Space, in accordance with any procedures and conditions of their membership as defined in the Policies and in these Bylaws; and
    - Access any electronic resources made available to TechWorks Members via the Internet or other electronic means; and
    - Receive notice of meetings of the Corporation; and
    - Attend any meeting of the Corporation; and
    - Speak at any meeting of the Corporation; and
    - Bring one guest to the Space; and
    - Exercise other rights and privileges given to Members in these Bylaws and the Policies.
  - Voting
    - Regular Members
      - All Regular Members in Good Standing are entitled to one (1) vote at a meeting of the Corporation.
    - Associate Members
      - Associate Members regardless of their standing are not entitled to vote at any meeting of the Corporation or be a Director.

== Responsibilities and Expectations ==
  - Application Fees, if any, and Membership Dues, if any, for TechWorks:
    - Shall be determined by a resolution at each Annual General Meeting; and
    - May be altered from time to time by a resolution at a General Meeting.
  - Application Fees, if any, shall be due only at the time of application.
  - Membership Dues, if any, shall be due before the first day of each month from each member.  Membership Dues may be paid in advance at the discretion or request of TechWorks of the individual Member in question.
  - Membership Dues may differ or apply conditionally among members depending on any categories or distinctions established between membership privileges, as rigidly defined from time to time by the members at a General Meeting.
    - If these distinctions are defined, a Member may change their dues category for the coming month by notifying a Board Member, provided that the dues period in question has not yet begun. This will be considered changed in perpetuity.
  - Members in good standing will be notified a minimum of one calendar month in advance of changes to the monthly membership fees.
  - All fees shall be considered non-refundable.
  - Members will be responsible for the safety of: themselves, other members, and any guests present.  Members are expected to:
    - Raise any and all safety concerns with those Members involved; and
    - If at all possible notify the Board or appropriate committee before starting potentially hazardous projects.
    - If the hazards are unknown or not clear TechWorks and it's members should be notified so that appropriate safety precautions can be researched.
    - Once notified it will be up TechWorks and it's members to work together to ensure:
    - the liability of the Corporation can be protected;
    - the safety of all members and guests can be ensured through: safety procedures, safety equipment and appropriate training.
  - Members will be responsible for the general maintenance, upkeep, and cleanliness of any space the Corporation leases, rents, owns or maintains. Members are expected to contribute equitably to this process.
  - Members may volunteer for specific tasks and are expected to perform said duties.
  - Members will be responsible for all intentional or incidental damages to other members’ or TechWorks property. If the responsibility for or extent of damages is argued by any other member, a two-thirds (2/3) majority vote will be made at the next regular or special meeting to assign the damages, extent and responsibility.
  - All Members are required to agree to the current Policies.
    - Any modification of the Policies will be sent to all active members by mail or electronic means within seven (7) days of said modifications.
    - A member may remove their agreement to the Policies at any time in writing to the Board. This removal will suspend or terminate the member’s membership in the Corporation.

== Terminating Membership ==
  - Suspension of Membership
    - Decision to Suspend
      - Any member may be subject to disciplinary action for cause. Such action shall not be undertaken before the Member is informed as outlined in this section.
      - The Board, at a board meeting called for that purpose, may suspend a Member’s membership for the following causes:
      - If the Member has failed to abide by the Bylaws;
      - If the Member is judged by the Board to have disrupted events, meetings, or functions of the Society through inappropriate behavior, fighting, or other means; or
      - If the member has done, or through willful inaction caused, anything judged by the Board to be harmful to the Corporation; or
      - If the member has failed to pay fees.
    - Notice to the Member
      - The offending Member will receive written notice of the Board's intention to examine that Member’s status in the Corporation. The Member will receive at least a seven (7) days notice before the board meeting.
      - The notice will be sent by single registered mail or electronic mail to the last known address of the offending Member shown in the records of the Corporation. The notice may also be delivered by a Director.
      - The notice will state the reasons why suspension is being considered.
      - Neither failure of the Board to provide this notice nor failure of the offending Member to receive said notice shall invalidate the process.
    - Decision of the Board
      - The offending Member will have an opportunity to appear before the Board to address the matter. The Board may allow another person to accompany the offending Member.
      - The Board will determine how the matter will be dealt with, and may limit the time given the offending Member to address the Board.
      - The Board may exclude the offending Member from discussion of the matter following the Member's privilege to address the Board, including the deciding vote.
      - The decision of the Board is final.
      - The Board is not granted the authority to expel the offending Member from the Corporation entirely. Full expulsion requires a Special Resolution.
    - If any member is in arrears for fees or assessments for any month, such member shall be suspended at the expiration of two (2) months from the end of said month, and shall thereafter be considered suspended until their outstanding balance is paid in full.
  - Termination of Membership
    - Resignation
      - Any Member may resign from the Society by sending or delivering a written notice to a Director.
      - Once the notice is received, the Member’s name is removed from the Register of Members. The Member is considered to have ceased being a Member on the date their name is removed from the Register of Members.
    - Death
      - The membership of a Member is ended upon their death.
    - Deemed Withdrawal
      - If a Member has not paid any applicable Application Fee within a certain period of time following successful application, the Member is considered to have submitted his resignation. This time period shall be set in the Society Policies and shall not be less than three (3) months.
      - In this case, the name of the Member is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.
    - Expulsion
      - The Corporation may, by Special Resolution, expel any Member for any cause which is deemed sufficient in the interests of the Corporation.
      - The decision is final.
      - On passage of the Special Resolution, the name of the Member is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.
      - Any member conducting primarily business pursuits within the Corporation, without any further interaction, education, or collaboration with the general membership, may be immediately expelled from membership by a vote of quorum of the Board. Any such expulsion must be ratified at the next meeting of the membership.

=== Transference of Rights and Liabilities ===
  - No right or privilege of any Member is transferable to another person. All rights and privileges cease when the Member resigns, dies, or is expelled from the Corporation.
  - Although a Member ceases to be a Member, by death, resignation, or otherwise, he is liable for any debts owing to the Society at the date of ceasing to be a Member.
  - No member is, in their individual capacity, liable for any debt or liability of the Corporation.

=== Board of Directors ===
== Purpose and Duties ==
  - The legislative, administrative, and executive body of TechWorks shall be called the Board of Directors. The Board governs and manages the affairs of the Corporation. 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 Corporation.
  - The Board has the powers of the Corporation, except as stated in the Act.
  - The powers and duties of the Board include:
  - Promoting the objects of the Corporation and the spirit and traditions of TechWorks;
  - Promoting membership in the Corporation;
  - Maintaining financial records of all assets, liabilities and equity of the Corporation;
  - Submitting and annual report consisting of an annual budget for the Corporation;
  - Ensuring all expenses for operating and managing the Corporation are paid;
  - Collecting fees and dues from Members on behalf of the Corporation, for immediate transfer to the Board Member acting as Treasurer;
  - Ensuring persons are paid for services and protecting persons from debts of the Corporation;
  - Investing any extra monies;
  - Financing the operations of the Corporation, and borrowing or raising monies;
  - Appointing legal counsel as necessary;
  - Setting policies, rules and regulations for operating the Corporation and using its facilities and assets; and
  - Selling, disposing of, or mortgaging any or all of the property of the Corporation as necessary.

== Composition ==
  - The board is to consist of not less than three and not more than seven individuals.
  - An individual shall not be part of the board unless that individual is:
  - 18 years of age or older; and
  - A Member in Good Standing of the Corporation.

== Election ==
  - The term of a Director is under normal circumstances expected to expire at the conclusion of the next Annual General Meeting of the Corporation, during which all Directors must be re-elected.
  - At any election of directors, each Member in Good Standing may vote for the same number of nominees, as there are vacancies to be filled on the board.
  - In all cases including resignation, Board members are expected to continue to serve until their successors are elected and installed, except if removed.
  - Nominations shall be open for a minimum of seven (7) days, and the election shall take place a minimum of seven (7) days after the closing of nominations.
  - Nominations shall consist of a written or electronic nomination submitted to the Returning Officer by the candidate, and must include the candidate’s name and the written or electronic signatures of a supporting Member in Good Standing.
  - Elections shall be by secret ballot, except where secret ballot is waived by the Member casting the vote.
  - Various voting methods available to the Members, including but not limited to electronic means, shall be determined on a per-election basis by the Board and announced no less than three (3) days in advance of the election.
  - TechWorks is under no obligation neither expressed nor implied to provide alternative voting methods for any election unless previously announced to be available for that election. The Board of Directors reserves the right to cancel planned alternative voting methods if more than three (3) days notice is presented.
  - Reasonable lack of access by any member to alternative voting methods shall not invalidate the results of an election.
  - All parties recognize that use of some alternative voting methods may implicitly waive the Member’s right to secret ballot due to technical restrictions.
  - The Board shall nominate a Member in Good Standing, who is not running for a position on the Board, to act as Returning Officer.

== Resignation, Death, or Removal ==
  - Any Director may resign from office by giving ten (10) days notice in writing. The resignation takes effect either at the end of the period’s notice or on the date the Board accepts the resignation, whichever is sooner.
  - The Members may remove any Director. There must be a majority vote at a Special General Meeting called for this purpose.
  - If a position is vacated, an election shall be held within forty-five (45) calendar days of the vacancy. The Board may appoint a Member in Good Standing to serve as a replacement in this interim.

== Operation of the Board of Directors ==
  - The Board shall meet a minimum of every three (3) months.
  - Except as otherwise defined in these Bylaws, the Board shall meet as often as may be required in carrying out its duties and responsibilities.
  - The Board may set regulations governing the calling of its meetings (notice, date, time, and place), the conduct of business there at, and generally as to the conduct of its affairs.  These will be documented in the Policies.
  - The Chairperson shall call the meetings. The Chairperson also calls a meeting if any two Board members make such a request, in writing, or via electronic means, or while having the floor at a general meeting or Board meeting, and state the business for the meeting.
  - Ten (10) days’ notice for regular Board meetings is provided to each Director via email. As much notice as is possible shall be given for unscheduled or urgent meetings.
  - Board Meetings may be held without notice if a quorum of the Board is present, provided that any business transactions at such a meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.
  - A quorum of the Board is two where the board consists of four or less directors, three where it consists of five or six directors and four where it consists of seven directors.
  - If there is no quorum, the Chairperson may adjourn the meeting to the same time, place, and day of the following week. If urgent matters requiring quorum have been tabled as a result, the Directors present at this later meeting shall constitute quorum regardless of their number.
  - Each Board member has one vote. The Chairperson shall not exercise their vote unless needed to break a tie.
  - Meetings of the Board are open to Members of the Corporation, but only Board Members may vote. A majority vote of the Board may ask any other Member or other persons to leave.
  - All Directors may agree to and sign a resolution at any time. This resolution is as valid as one passed at any Board meeting. It is not necessary to give notice or to call a Board meeting for the resolution in this case. The date on the resolution is the date it is passed.
  - A meeting of the Board may be held by conference call or other electronic means, including but not limited to internet technologies, if at least four (4) Board Members agree to the means of the meeting. Board members who participate in meetings via these media are considered present for the meeting.
  - No advance notice is required for electronic meetings of the Board; however all Board members not present must be notified by telephone or e-mail at the start of the meeting.
  - Where possible, an electronic log of the meeting will be kept for at least ninety (90) days.
  - Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Board.
  - A Board member may waive formal notice of a meeting.
  - The ultimate authority for conducting any meeting of TechWorks and all its committees shall be an unabridged edition of Robert’s Rules of Order.  Routine matters of order may be guided by Parliamentary Procedures at a Glance by Garfield Jones. Should a conflict arise between the two sources, Robert’s Rules of Order shall prevail.

== Signing Authority ==
  - The board shall prescribe, by resolution:
    - those directors or other persons who are authorized to sign cheques, drafts, instruments and documents; and
    - the manner if any, in which those cheques, drafts, instruments or other documents are to be signed.

== Officers ===  
  - At the first meeting of the directors held after a general meeting of the Corporation at which any of them were elected, the board shall designate from the directors a Chairperson, Vice-Chairperson, Secretary and Treasurer of TechWorks.
  - The board may designate a director to fill one or more of the offices of Chairperson, Vice-Chairperson, Secretary and Treasurer.
  - In addition to those duties assigned to the officers by the board, the Chairperson or, in the event of her or his absence or disability, the Vice-Chairperson, shall act as Chairperson of the meeting of the board.
  - Where the Chairperson or Vice-Chairperson is not available, the board shall elect a Chairperson for the meeting.
  - If a person ceases to be an officer of the Corporation, the board shall designate a Member to fill that office for the remainder of the term.
  - All officers of the Corporation shall act honestly and in good faith and with a view to the best interest of TechWorks, and each Director shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
  - The Secretary or, in the event of her or his absence or disability, another member of the board designated by the board shall be responsible for:
    - recording and maintaining all the minutes of meetings of the board;
    - all the correspondence of the Corporation; and
    - carrying out her or his duties under the direction of the Chairperson and the board.
  - The Treasurer or, in the event of her or his absence or disability, another member of the board designated by the board shall be responsible for:
    - receiving all money paid to the Corporation and depositing that money as the board may direct;
    - properly accounting for the funds of the Corporation and keeping those books as the board directs;
    - presenting to the board when directed to do so by the board, a full detailed account of receipts and disbursements of the Corporation; and
    - preparing for submission at least seven (7) days prior to the annual meeting:
    - a budget for the forthcoming fiscal year of the Corporation; and
    - the financial statement for the most recently completed fiscal year of the Corporation.
  - The board may:
    - employ on behalf of the Corporation any agents and employees it considers necessary to control, manage and administer the real and personal property of TechWorks and the may authorize those persons to exercise the powers and carry out the duties of the Corporation; and
    - subject to any restriction imposed on it or direction given to it as a general meeting, delegate to any of its members or to other persons any or all of its powers and duties as it thinks fit, and may at any time revoke that delegation;
    - reimburse directors and members for any out-of pocket expenses incurred when conduction business on behalf of TechWorks.

=== Meetings of the Corporation ===

== Annual General Meeting ==
  - TechWorks holds its Annual General Meeting on or before May 1 in each year in Saskatoon, Saskatchewan. The Board sets the place, day, and time of the meeting.
  - The Secretary mails or delivers a notice to each Member at least twenty-one (21) days before the AGM. This notice states the place, date, and time of the AGM and any business requiring a Special Resolution.
  - Agenda for the Meeting
  - The Annual General Meeting shall deal with the following matters:
    - Considering the Chairperson's report;
    - Reviewing the financial statements setting out TechWorks' income, disbursements, assets, and liabilities and the auditor’s report;
    - Election of Board members for the coming year; and
    - Considering matters specified in the meeting notice.

== Special General Meeting ==
  - A Special General Meeting may be called at any time:
    - By a resolution of the Board to that effect; or
    - On the written or electronic request of at least three (3) Board members. The request must state the reason for the Special General Meeting and the motion(s) to be submitted at this Special General Meeting; or;
    - On the written or electronic request of at least one-third of the Regular Members. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at such Special General Meeting.
  - A Board Member mails or delivers a notice to each member at least twenty-one (21) days before the Special General Meeting. This notice states the place, date, time, and purpose of the Special General Meeting.
  - A Special General Meeting must be called for in order to complete any of the following actions outside of the Annual General Meeting:
    - Amending, rescinding or modifying the Bylaws;
    - Electing Board of Directors members; and
    - Exercising borrowing powers.
  - It is understood in good faith that a Special General Meeting should be called for the purposes of a vote on any sufficiently major or permanent decision that it requires the implied consent of the membership.
  - Failure to call such a meeting and vote does not constitute grounds for the reversal any such decision except those specifically outlined in other articles of these Bylaws.
  - Intent to undertake these actions must be declared in the notice of the Special General Meeting.
  - Specific details, including but not limited to exact wording of Bylaw amendments, list of nominees for Board positions, etc. may not be available at the time this notice is made and are thus not expressly required to be included in it. Omission of such details does not invalidate the proceedings.
  - If specific details are not already specified in the initial meeting notice, these details must be provided to the membership no fewer than seven (7) days prior to the meeting.
  - Any Special General Meeting has the same method of voting and the same quorum requirements as the Annual General Meeting.

== General Meetings ==
  - Meetings of the Corporation, may be called at any time by the Board by notice in writing to the last known address of each member, delivered in the mail or e-mail seven (7) days prior to the date of such meeting except.
  - Meetings will be held at a minimum of once per calendar month. A meeting so scheduled at the previous meeting requires only three (3) days prior notice.
  - Ten (10) Members, or one-half of Members, whichever is lesser, in good standing shall constitute a quorum for all Regular, Special, and Annual General Meetings.

== Proceedings at General Meetings ==
  - General Meetings of the Society are open to the public. A majority of the Members present may ask any persons who are not Members to leave.
  - Failure to reach Quorum
    - The Chairperson may cancel the General Meeting if a quorum is not present within one half hour after the set time. If cancelled, the meeting is rescheduled for one week later at the same time and place. If a quorum is not present within one half hour after the set time of the second meeting, the meeting will proceed with the Members in attendance.

== Presiding Officer ==
  - The Chairperson chairs every General Meeting of TechWorks. The Vice-Chairperson chairs in the absence of the Chairperson.
  - If neither the Chairperson nor Vice-Chairperson is present within one half hour after the set time for the General Meeting, the Members present choose one of the Members to chair.
  - The Chairperson may appoint an external Chairperson for the Meeting pending approval by the Board.

== Adjournment ==
  - The Chairperson may adjourn any General Meeting with the consent of the Members at the meeting. The adjourned General Meeting conducts only the unfinished business from the initial Meeting.
  - No notice is necessary if the General Meeting is adjourned for less than thirty days.
  - TechWorks must give notice when a General Meeting is adjourned for thirty days or more. Notice must be the same as for any General Meeting.

== Voting ==
  - Each Voting Member has one vote.
  - A show of hands is used for voting by Members present at a meeting, except for elections or by request.
  - Various alternative voting methods available to the Members, including but not limited to electronic means, shall be determined on a per-vote basis by the Board and announced no less than three (3) days in advance of the vote.
  - If the vote is not scheduled in advance, arising instead naturally from proceedings at a meeting, the vote shall proceed, assuming quorum. Notice of such a vote in order for absent members to cast absentee votes, electronic or otherwise, is at the discretion of those in attendance, and failure to do so shall not invalidate the vote. This does not apply to issues that must be decided by Special Resolution.
  - In case of a dead-lock, the vote shall be requested a second time. If the second vote also results in a dead-lock, the Board will vote by Board majority to approve or deny the vote. If a minimum quorum of Board members is not available, the vote will be deferred until the next meeting.
  - A majority of the votes of the Regular Members decides each issue and resolution, unless the issue needs to be decided by a Special Resolution.
  - The Chairperson declares a resolution carried or lost. This statement is final and does not have to include the number of votes for and against the resolution.
  - Five Regular Members may request a ballot vote. In such case, the Chairperson or the presiding officer may set the time, place and method for a ballot vote.  The result of the ballot is the resolution of the General Meeting.
  - The Chairperson decides any dispute on any vote. The Chairperson decides in good faith and this decision is final.

== Validity ==
  - No action taken at a General Meeting is invalid due to:
    - accidental omission to give any notice to any Member;
    - any Member not receiving any notice; or
    - any error in any notice that does not affect the meaning.

== Non-Profit Corporation ==
  - The Corporation is not organized for profit.  No member or person from which TechWorks may receive any property or funds, shall receive or shall be lawfully entitled to receive, any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Corporation be paid as salary or compensation to, or distributed to, or ensure to the benefit of any member.  The forgoing however, shall not prevent or restrict the following:
    - Reasonable compensation may be paid to any member while acting as an agent employee of TechWorks for services rendered in effecting one or more of the purposes of the Corporation, and
    - Any member may, from time to time, be reimbursed for his actual reasonable expenses incurred in connection with the administration of the affairs of TechWorks.

=== Amendments and Dissolution ===

== Amending the Bylaws ==
  - These Bylaws may be cancelled, altered, or added to by a Special Resolution at any Annual General or Special General Meeting of TechWorks.
  - Twenty one (21) days notice of intent to change the Bylaws must be given and details of proposed changes to the Bylaws must be released for review a minimum of seven (7) days before the vote.
  - The amended bylaws take effect after approval of the Special Resolution at the AGM or SGM.

== Dissolving the Corporation ==
  - If the Corporation is dissolved, any funds or assets remaining after paying all debts are paid evenly among Members.
bylaws.txt · Last modified: 2013/03/13 17:07 by kaldonis
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