Islandora Foundation By-Laws
Originally posted December 18, 2013
Amended July 21, 2016
A by-law relating generally to the conduct of the affairs of Islandora Foundation (the "Corporation").
BE IT ENACTED as a by-law of the Corporation as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
"Act" means the Canada Not-For-Profit Corporations Act S.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;
"by-law" means this by-law and any other by-law 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;
“members” means all individuals or institutions (represented by 1 individual) who participate in the activity of the Islandora community as Partners, Collaborators or Members, or any other defined member status;
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast 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.
2. Execution of Documents
- Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any one (1) 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, by-law or other document of the Corporation to be a true copy thereof.
3. Financial Year
- The financial year end of the Corporation shall be June 30 unless otherwise determined by the board.
4. 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.
5. Borrowing Powers
- The directors of the Corporation may, by way of a vote of the board:
- 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.
6. Annual Financial Statements
- The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents. Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.
7. Membership Conditions
- Subject to the articles, there shall be three types of members in the Corporation, namely, Partner, Collaborator and Member types. Members will be admitted automatically based on payment of a member fee of one of the three types. Members will remain in the Corporation as long as the annual membership fees are paid in full within 60 days of the previous membership term. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation that fall outside the 3 types of members. The following conditions of membership shall apply:
- Partners shall be institutions who have paid a Partner-level membership in the Corporation.
- The term of membership of a Partner shall be annual, subject to renewal in accordance with the policies of the Corporation.
- As set out in the articles, each Partner is entitled to the benefits outlined in the Benefits of Membership document.
- Partners will forward the details to the Corporation of one individual to the from their organization who will act as the member.
- Collaborators shall be institutions who have paid a Collaborator-level membership in the Corporation.
- The term of membership of a Collaborator shall be annual, subject to renewal in accordance with the policies of the Corporation.
- As set out in the articles, each Collaborator is entitled to the benefits outlined in the Benefits of Membership document.
- Collaborators will forward the details to the Corporation of one individual to the from their organization who will act as the member.
- Members shall be institutions who have paid a Member-level membership in the Corporation.
- The term of membership of a Member shall be annual, subject to renewal in accordance with the policies of the Corporation.
- As set out in the articles, each Member is entitled to the benefits outlined in the Benefits of Membership document.
- Members will forward the details to the Corporation of one individual to the from their organization who will act as the member.
- 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 by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
8. 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 by-laws.
9. 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 electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
- Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
10. 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 40% 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.
11. Absentee Voting at Members' Meetings
- Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by electronic ballot or other communication facility if the Corporation has a system that:
- enables the votes to be gathered in a manner that permits their subsequent verification and
- voting will be held open for five days following a Members’ Meeting. After five days, any members who have not voted will be counted as “abstentions”.
- Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
12. Membership Dues
- Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within sixty (60) days of the membership renewal date 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, in the case of a member that is a corporation, the corporation is dissolved;
- a member fails to maintain any qualifications for membership described in the section on membership conditions of these by-laws;
- the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
- the member is expelled in accordance with any discipline of members section or is otherwise terminated in accordance with the articles or by-laws;
- the member's term of membership expires; or
- the Corporation is liquidated or 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. 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 40% of members entitled to vote at the meeting at which the proposal is to be presented.
16. 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.
17. Place of Members' Meeting
- Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held online, or 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.
18. Chair of Members' Meetings
- In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
19. 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 a majority 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.
20. Votes to Govern at Members' Meetings
- At any meeting of members every question shall, unless otherwise provided by the articles or by-laws 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.
21. Participation by Electronic Means at Members' Meetings
- If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
22. Members' Meeting Held Entirely by Electronic Means
- If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
23. 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 the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.
24. 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.
25. 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 by-law to every director of the Corporation not less than 14 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.
26. Votes to Govern at Meetings of the Board of Directors
- At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
27. Committees of the Board of Directors
- The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
28. 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 by-laws otherwise provide. Two or more offices may be held by the same person.
29. 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 and Secretary of the Board – The vice-chair of the board shall be the Project and Community Manager, or equivalent position as defined by the board. The vice-chair is an ex-officio member of the Board and does not vote. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board 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. The Vice-Chair and 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 – 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.
30. Directors and Officers’ Terms of Service
- Member institutions at the Partner level may appoint one person to sit as a Director on the Islandora Foundation Board.
- A Director's term lasts two years, but a Director may serve multiple terms (consecutive or non-consecutive) as long as their institution remains a Partner.
- If a Director's institution does not renew its Partnership for the second year, the Director's terms ends and the Director must resign from the Board.
- If the number of Directors on the Islandora Foundation Board drops below the minimum number of Directors set out in the By-Laws (3 Directors), the Membership will be asked to elect another Director from the Membership. Directors elected for this reason may represent Member and Collaborator institutions.
- Length of service for voting Islandora Foundation Officers (Chair and Treasurer) is also two years. If an Officer's institution does not renew its Partnership for the second year, the Officer's terms ends and the Officer must resign from the Board.
31. 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.
32. Invalidity of any Provisions of this By-law
- The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
33. 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 non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws 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.
34. By-laws and Effective Date
- Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
- This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.