Non-Profit ByLaw Agreements
Frolick's Non-Profit Bylaw Agreements download PDF file
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Frolick Draft Bylaws Version: November 28, 2011
Frolick Incorporated
By-laws
This By-law contains the rules under which Frolick is organized. The Corporations Act (The “Act”) regulates the Corporation. Certain parts of the Act contain rules which are not included in the By-law. Members should refer to them when questions arise.
Article 1 Mission Statement and Purpose
1.1 Mission Statement
Frolick, growing arts and agriculture in both urban and rural areas. Growing heirloom non-GMO food in cities on rooftops for a sustainable food security system while growing arts and entertainment live/work venues in the city for culture and development.
1.2 Purpose
Frolick is a not for profit incorporation devoted to nurturing a culture of local and sustainable arts and food production. We aim to educate communities about the health, social, economic and other benefits of producing and consuming food and art locally. We practice local food production through advocacy, education, planning festivals, providing seed banks, and infrastructure development both online and in the design world. We practice arts through operating a live/work multidisciplinary arts studio and café. We strive to achieve a sustainable lifestyle by fostering connections between producers and consumers.
Article 2 Head Office
The head office of the Corporation may be changed by special resolution passed by the board of directors and confirmed by two-thirds vote of the members at a members meeting. Any changes must be filed with the Companies and Personal Properties Branch within 15 days.
Article 3 Membership
3.1 Membership
Members shall consist of the board of directors and committees and persons that are admitted as members by the board of directors. Each membership will be noted and the person shall be promptly notified of their membership.
3.2 Dues
The amount or existence of the yearly membership fee shall be determined annually at the annual meeting of the corporation or by special resolution. Failure to pay dues may be grounds for termination of membership in the Corporation if the board of directors deems necessary.
3.3 Classes of Membership
General Membership
a) General Membership in the Corporation is open to any person who supports Frolick’s mission statement and who pays the membership fee (if any).
b) Qualifying Members
All directors shall be admitted as members by the board. This shall be done immediately before any meeting of Frolick or within 15 after an election of directors. This is a voting class of membership. Qualifying members shall withdraw from membership after their term of office as a director is over, and if they do not, their membership will be terminated by the board. At this point they may become general members.
c) A firm or an incorporated company may become a member by payment of the determined membership fee (if any), and a representative from that firm or corporation only shall exercise the privilege of one membership in the Frolick Organization.
3.4 Transfers, Withdrawals and Termination
Members cannot transfer their membership. Any member may resign by giving 30 days written notice addressed to the board of directors and such resignation shall be effective in accordance with its terms. The directors may by resolution terminate the membership of any member. Such a motion may not be brought unless the member concerned has been given ten days prior written notice of the intention to bring the motion and has been allowed an opportunity to appear and make representations at the board meeting prior to the board making the decisions.
Article 4 Meetings
4.1 Meetings
a) The corporation shall hold a minimum of one general membership meeting per year, which shall be the annual meeting.
b) The annual meeting of the corporation shall be held within sixty days of the year end or fifteen months since the last annual general meeting. Only individuals holding a voting membership during the fiscal year can vote at the annual meeting.
c) Calling of general meetings shall be at the discretion of the Board and/or at the request of two-thirds of the membership. Notice of the time and place of a general meeting of Frolick Organization must be provided not less than 10 days and not more than 60 days before the meeting. Notice of time and place shall be communicated:
(i) to each person who is entitled to vote
(ii) to the auditor of the corporation, if any.
d) Board meetings may be held anywhere in the Near North region. Board meetings may be formally called by the chair or the secretary on direction by any two directors. Notice of such meetings shall be communicated to each director not less than fifteen days before the meeting is to take place. The board may appoint a day or days in any month or months for regular meetings at an hour named and at such regular meeting, no notice need be sent. A board meeting may also be held without notice before or after any meetings of the members of the Corporation.
e) General members and the public may attend and present at any meeting at the discretion of the chair.
4.2 Rules of Order
The Consensus method will be used at all meetings.
4.3 Special Meetings of Members
The board of directors or a two thirds majority of the members may, at a proper meeting call a Special Meeting of Members.
4.4 Agenda of Annual General Meeting
a) The agenda for each annual meeting must include:
(i) approving the report of the auditor (If required)
(ii) approving the financial statements: and
(iii) appointing the auditor for the next year (if required)
(iv) the election of the chair and the directors
(v) reports from the board and from any committees and any other general business to be dealt with at the meeting.
b)Members may raise any matter at the meeting but they shall not vote on such matters if such matter was not included in the agenda.
c) The board sets the advance agenda for all members meetings. The notice calling the meeting shall either include the agenda or be sent with the agenda. If proper notice is given, members may make any decisions or may pass an amended or new by-law. They may do this even if the version they pass is different or contrary to the original.
d) Members may have an item put on the advance agenda. However, members must give the secretary written notice of the item at least seven days before the deadline for sending out the notice of the meeting.
e) A copy of a proposed by-law need not be given with the agenda or notice of the meeting. However, a copy must be given to each member at least five days before the meeting.
4.5 Continuing a Meeting On Another Date
a) If the business is not completed at a meeting, the members may make a decision to continue the meeting on another date. A majority vote is needed to make the decision.
b) If the members set a specific date, there is no need to give another notice. If a specific date is not set, the board must give five days notice.
Article 5
5.1 Voting at Members Meetings
a) Every member has the right to one vote at any members' meeting.
b) Only those voting members who are physically present at the meeting are allowed to vote.
c) A majority vote of the voting members present is needed to make any decision unless a by-law or the Act states differently.
d) A two-thirds majority vote of the voting members present is needed to pass or amend by-laws.
e) An abstention is not counted as a vote.
f) A tie vote defeats the motion, the chair may vote to make or break a tie, but shall not have a second or casting vote.
g) Votes may be determined by a count of a show of hands or by a poll or ballot and such poll or ballot shall be taken in such manner as the chair shall direct.
Article 6 Board of Directors
6.1 Powers and Duties of the Board
a) The board of directors manages and directs the business of the Corporation. It may use all the powers of the Corporation, unless the Act or by-laws states that a members meeting is needed to decide on a specific matter.
b) The board shall act only by decision made at a properly constituted board meetings.
6.2 Number of Directors and Quorum
a) The board is made up of three to six Directors.
b) A quorum of the board shall be a majority of its members.
c) The number of directors may be changed by special resolution passed by the board of directors and confirmed by two-thirds vote of the members.
6.3 Who Can Act As A Director
a) Directors must be 18 years of age or older and members of the Corporation, either at the time of election or within ten days thereafter, and throughout his or her term of office.
b) Anyone who is an undischarged bankrupt cannot be a director.
c) A criminal records check must be provided to the board of directors. This information will remain confidential.
6.4 Election of Directors
a) The voting membership shall elect annually three to six directors including a chair who shall be elected biannually. For the first year six to nine directors will be elected.
b) If the elected Director ceases to be a Frolick member in good standing, good standing being defined as anyone who meets the qualifications for membership established by the Board from time to time, that person shall cease to remain a director.
e) The Frolick Organization Directors shall be elected to hold office for a two year period and not more than three consecutive terms. To ensure continuity, the directors terms shall be staggered. For the first year of operation three directors will have a thee year term.
6.5 Indemnification of Directors and Officers
Every Director and officer of the Corporation and his or her heirs, executors and administrators respectfully shall, from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation only from and against:
a) all costs, charges and expenses whatsoever such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her for or in respect of any deed, act or matter or thing whatsoever, made done or committed by him or her, in or about the execution of the duties of his or her office:
b) all other costs, charger and expenses he or she sustains or incurs in or about or in relation to the affairs of the Corporation; except such costs, charges and expenses as are occasioned by his or her own negligence or default, or failure to act honestly or in good faith with a view to the best interest of the Corporation. The Corporation may provide insurance to cover the liability of the Corporation.
6.6 Resignation of a Director
a) A director may resign by giving written notice, delivered either to the president/chair or to the Corporation office.
b) The resignation does not take effect until the board accepts it, the board must accept any resignation at the first meeting after it is received, unless it is withdrawn.
6.7 Function and responsibilities of the Board
The functions and responsibilities of the Board of Director, in addition to those in the Act, will include:
a) Setting the goals and objectives of the Corporation
b) Preparing positions and developing directions
c) Organizing and facilitating input, into the decision-making process of the membership, through committee meetings and such other means as the board considers expedient.
d) Having responsibility for the governance of the Corporation.
e) Ensuring a strong educational and marketing program is developed to meet the needs of staff, board members and members.
f) Developing strong communications with Members and ensuring that they understand the opportunities for input and participation in the Corporation.
g) Agree to work towards meeting the objectives of the corporation.
h) Strive to attend all meetings of the Board of Directors and provide ‘regrets’ if unable to attend.
6.8 Committees
The board of Directors shall have the power to appoint and dissolve committees
deemed necessary to carry out the projects of the corporation.
Article 7 Officers
7.1 Definition of Officers
Officers means only the officers as stated in this article. It does not refer to employees of the Corporation.
8.2 Appointment of Officers
a) The Board of Directors shall appoint a secretary and treasurer.
b) The Board of Directors shall appoint one individual to hold more than one office if there are no other options.
8.3 Removal of Officers
The majority of the board may remove an officer by decision at any time and for any reason. Notice of the decision shall be given to all directors. The directors shall immediately choose another qualified person to fill the vacancy.
8.4 Resignation of Officers
An officer may resign by giving written notice to the chair or the office of the Corporation. The resignation takes effect when the board accepts it. The board must accept any resignation at the first meeting after it is received, unless it is withdrawn.
8.5 Duties of the Chair
The Chair shall be both a member of the Corporation and the Chair of the Board of Directors and shall preside at all meetings, thereof, or otherwise provide for a person to chair the same and shall perform such other duties as may, from time to time, be delegated or directed by the Board of Directors.
Regular duties shall include:
a) Presiding at meetings, maintaining order and keeping the meeting moving
b) Preparing the agenda and adhering to it by accepting only discussion on the topic from the floor
c) Knowing the rules of meeting procedures
d) Being aware of the priority of business items and scheduling them appropriately
e) Representing the organization in the community
f) Avoids giving own opinion when in the chair and is willing to summarize and accept
the wishes discussed at the meeting
g) Delegates responsibility and authority
8.8 Duties of the Secretary
The secretary shall be a member of the corporation
The secretary shall:
a) Keep a full and impartial record of all the proceedings of the meetings held by the Board of Directors and by the Corporation;
b) Have charge of books, records and papers and of the seal of the Corporation, all of which shall be delivered as and when instructed, or authorized by resolution of the board;
c) Give due notice of all meeting of the Corporation and of the directors, and perform such other duties as required by these By laws, or as are incident to the office, or as may be required, from time to time, by the Board of Directors;
d) Certify documents issued by the Corporation; and
e) Perform such other functions as may be directed by the Board of Directors. The secretary shall keep a book, in such form as may be approved by the board of directors, in which shall be recorded:
a) A copy of the documents incorporating the Corporation and any amendments, thereto;
b) The names of all members, associate members, and any lists required to be maintained, pursuant to the provisions of the Act;
c) The address of every Member and associate members as far as can be ascertained;
d) The names and addresses of all persons who are, or have been, directors of the Corporation, with the several dates at which each became or ceased to be such director.
8.9 Duties of the Treasurer
The treasurer shall be a member of the corporation
The treasurer shall be responsible for:
a) all monies and securities of the Corporation;
b) delivering such monies and securities and any books or documents pertaining thereof, as and when instructed or authorized by resolution of the Board of Directors;
c) performing such other duties as are incident to the office or as may be required from time to time by the Board of Directors; and
d) keeping a book or register in such form as may be approved by the Board of Directors, in which shall be recorded:
(i) The amounts of any grants or funding
(ii) the amounts, if any, of grants or funding to be returned to granting/funding bodies.
e) The treasurer is responsible for ensuring the yearly income tax is filed.
f) The treasurer is responsible for maintaining the liability insurance policy for the board members.
Article 9 Finances
9.1 Finances
a) The corporation shall be carried on without purpose of direct individual financial gain for its members. Any profit shall be used in promoting the objectives of the corporation.
b) The Board of Directors shall not be personally liable for any debt, liability or obligation of the corporation, when duties of diligence, loyalty and obedience are followed.
(Reference Directors Liability: A Discussion Paper on Legal Liability, Risk Management and the Role of Directors in Non-Profit Organizations)
9.2 Signing Officers
a) Signing officers shall be the chair, secretary and treasurer.
b) All cheques and negotiable instruments shall be signed by signing officer(s). Officers shall never sign a blank cheque.
c) Before signing a cheque or other negotiable documents, the officers shall ensure that the expense had been properly approved.
d) All other documents shall be signed by signing officer(s). The board may make a specific decision to appoint an office or director or employee to sign documents or any class of documents for the Corporation.
e) Signing officers shall have board approval before making any commitments or entering into contracts or obligations for the Corporation.
9.3 Financial Year
The fiscal year of the Corporation starts April first and ends March 31st, of the following year.
9.4 Financial Statement
Prior to each annual meeting, the Board of Directors shall cause to be prepared, and approved a financial statement. The financial statement shall consist of an income statement and a balance sheet.
9.5 Accounts
The Board of directors shall cause true accounts to be kept by the treasurer of the sums of money received, and disbursed, by the Corporation and the matters in respect of which such receipts and disbursements take place, of all sales and purchases, by the Corporation and of assets and liabilities, of the Corporation and of all other transactions affecting the financial position of the Corporation
9.6 Financial Books
The books of accounts shall be maintained and shall at any reasonable times be open to inspection by the directors
9.7 Auditors
c) The auditor for the financial records shall be appointed at the annual meeting. An audited report shall be presented at the annual general meeting. Non profit Corporations are exempt from hiring an official auditor when the annual income is less than $100 000. All members of the board must agree to this exemption. A financial statement may be prepared by an outside financial advisor in lieu of an official audit. A chartered accountant shall be hired to prepare a financial statement for the annual general meeting if the annual income of the Corporation exceeds $100000.00
9.8 Remuneration
The remuneration of the auditor shall be fixed by the board of directors
Article 10 Insurance
The Corporation shall purchase and maintain insurance for the benefit of the officers, directors and individuals carrying out the directions of the Board of Directors.
Article 11 Assets
All assets purchased for the Corporation through private funds or grants shall be maintained and kept available to the Corporation for use during educational events and projects. Assets allocated for specific projects must stay in the groups possession to be used for other projects or later events.