A by-law relating generally to the conduct of the affairs of Dames Making Games Social Technology Development Group (the “Corporation”)
BE IT ENACTED as a bylaw of the Corporation as follows:
In this bylaw and all other bylaws of the Corporation, unless the context otherwise requires:
- “Act" means the Canada Not For Profit Corporations Act C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
- "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
- "board" means the board of directors of the Corporation and "director" means a member of the board;
- "bylaw" means this bylaw and any other bylaw of the Corporation as amended and which are, from time to time, in force and effect;
- ”meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
- ”ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
- “proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
- “Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
- ”special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
In the interpretation of this bylaw, "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified above, words and expressions defined in the Act have the same meanings when used in these bylaws.
3. Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, bylaw or other document of the Corporation to be a true copy thereof.
4. Financial Year
The financial year end of the Corporation shall be August 30 in each year.
5. Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
6. Borrowing Powers
The directors of the Corporation may, without authorization of the members,
- borrow money on the credit of the corporation;
- issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
- give a guarantee on behalf and
- mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
7. Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
8. Membership Conditions
There are three classes of members:
Class A members carry full voting rights.
- They must be individuals who have identified themselves as a woman (trans and cis inclusive), nonbinary, femme and/or genderqueer person in accordance with the corporation's written policies when initiating, renewing, or updating their membership
- They must have paid the requisite membership fees or contributed volunteer hours in accordance with stated requirements
Class B members do not carry voting rights.
- The can be any individual who has not identified themselves as a woman (trans and cis inclusive), nonbinary, femme and/or genderqueer person in accordance with the corporation's written policies when initiating, renewing, or updating their membership
- They must have paid the requisite membership fees or contributed volunteer hours in accordance with stated requirements
Organizational members do not carry voting rights.
- They are any individual or corporation who has contributed the requisite membership fees for this class.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the bylaws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
9. Membership Transferability
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the bylaws.
10. Notice of Members Meeting
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 14 to 21 days before the day on which the meeting is to be held. If a member requests that the notice be given by nonelectronic means, the notice will be sent by mail, courier or personal delivery.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the bylaws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
11. Members Calling a Members’ Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
12. Membership Dues
Members shall be notified by electronic communication of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, or a written request for a subsidized membership is made by the member, the members in default shall automatically cease to be members of the Corporation
13. Termination of Membership
A membership in the Corporation is terminated when:
- the member dies or resigns;
- the member is expelled or their membership is otherwise terminated in accordance with the articles or bylaws;
- the member’s term of membership expires; or
- the Corporation is liquidated and dissolved under the Act.
14. Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
15. Discipline of Members
The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
- violating any provision of the articles, bylaws, or written policies of the Corporation;
- carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
- for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
The Board may temporarily suspend a Member from Membership in the Corporation for a period not to exceed three months. A Member suspended from Membership in the Corporation may appeal such suspension to the next meeting of the Board, which shall be scheduled not more than four (4) weeks following the notice of suspension. The Board’s decision shall be final. Notice shall be considered given if served verbally in the presence of two (2) or more members of the board of directors, or under the conditions specified in Section 33 of this By-law. All efforts to resolve the cause of suspension shall be carried out according to the Corporation's written policies.
In the event that the board determines that a member should be expelled from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of expulsion to the member and shall provide reasons for the proposed expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.
16. Proposals Nominating Directors at Annual Members' Meetings
Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.
17. Cost of Publishing Proposals for Annual Members' Meetings
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
18. Place of Members' Meeting
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
19. Persons Entitled to be Present at Members' Meetings
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or bylaws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
20. Quorum at Members' Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 5% of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
21. Votes to Govern at Members' Meetings
At any meeting of members every question shall, unless otherwise provided by the articles or bylaws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
22. Participation by Electronic Means at Members' Meetings
Participation at meetings of members may not be by telephonic, electronic or other communication facility.
23. Members' Meeting Held Entirely byElectronic Means
Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.
24. Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by resolution of the board.
25. Term of Office of Directors
The directors shall be elected to hold office for a term expiring not later than the close of the fourth annual meeting of members following the election.
26. Calling of Meetings of Board of Directors
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Corporation has only one director, that director may call and constitute a meeting.
27. Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this bylaw to every director of the Corporation not less than 5 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
28. Regular Meetings of the Board of Directors
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
29. Votes to Govern at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by votes cast on the question. An 80% majority is required for a decision.
30. Appointment of Officers
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these bylaws otherwise provide. Two or more offices may be held by the same person.
31. Description of Offices
Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
- Chair of the Board – The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
- Vice-Chair of the Board – The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.
- President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
- Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
- Treasurer – If appointed, the treasurer shall have such powers and duties as the board may specify.
The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
32. Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
- the officer's successor being appointed,
- the officer's resignation,
- such officer ceasing to be a director (if a necessary qualification of appointment) or
- such officer's death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
33. Method of Giving Any Notice
Any notice (which term includes any communication or document), other than notice of a meeting of members, a meeting of the board of directors, or temporary suspension of Membership in the Corporation, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the bylaws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given if provided by telephone, delivered personally, or sent by prepaid mail, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
34. Invalidity of any Provisions of this Bylaw
The invalidity or unenforceability of any provision of this bylaw shall not affect the validity or enforceability of the remaining provisions of this bylaw.
35. Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the nonreceipt of any notice by any such person where the Corporation has provided notice in accordance with the bylaws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
36. Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this bylaw.
37. Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or bylaws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, bylaws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as described in the conflict resolution policy.
38. Bylaws and Effective Date
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any bylaws that regulate the activities or affairs of the Corporation. Any such bylaw, amendment or repeal shall be effective from the date of the resolution of directors.
This section does not apply to a bylaw that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act.