NPC Bylaws draft

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Contents

NPC Bylaws

These bylaws have been refused by Industry Canada. The new bylaws are available here NPC_Bylaws

Application

  1. The name of the corporation.
    • The Pirate Party of Canada Fund
  2. 3 Applicants
    1. Rob Britton
    2. Stephane Bakhos
    3. Michel Gallant
  3. 5 Directors
    • On the real version we will have the addresses and occupations of each of these people, however for privacy reasons they will not be posted on the wiki.
    1. Rob Britton
    2. Stephane Bakhos
    3. Michel Gallant
    4. someone
    5. someone
  4. Head Office
    • Montreal, QC

Definitions

  1. "The Fund" means this Non Profit Corporation, the Pirate Party of Canada Fund.
  2. "The Party" means the official federal political party that The Fund is a registered agent of.
  3. "member" and "membership" means the member and membership of The Fund.
  4. "Bylaw" and "Bylaws" means a Bylaw and Bylaws of The Fund.
  5. "Act" refers to the Canada Corporation Act

Purpose of The Fund

The purpose of The Fund is to:

  1. create The Party, the Pirate Party of Canada
  2. act as a chief agent for The Party registration
  3. manage finances and bank accounts for The Party
  4. manage ownership of the liabilities of The Party
  5. produce receipts to those who make donations to The Party
  6. act on behalf of The Party when mandated by The Party

Membership

  1. Criteria for membership
    1. Any citizen or permanent resident of Canada of at least eighteen (18) years of age, is eligible for membership in The Fund, with full voting rights.
    2. A member shall cease to be in good standing after failing to pay the current annual membership fee or upon other conditions as set out in the Bylaws.
    3. All members of The Fund will be made members of The Party for twelve (12) months (Provisio: This bylaw only takes effect upon The Fund being made chief agent of The Party)
    4. All members of The Party will be members of The Fund for twelve (12) months (Provisio: This bylaw only takes effect upon The Fund being made chief agent of The Party)
  2. Application for Membership
    1. A person may apply for membership in The Fund to:
      1. The Board of Directors
      2. a designate of the Board of Directors that has been authorized to accept memberships
    2. It is the responsibility of the Board of Directors to maintain a register of members.
    3. The Board of Directors shall ensure that members are notified as their membership fees are due.
    4. The Board of Directors will set the annual membership fee.
    5. Applicants for membership and renewing members shall pay the membership fee directly to The Fund and not indirectly through an intermediary person.
    6. Memberships are non-transferable
  3. Resignation and Removal of Member
    1. A person shall cease to be a member of The Party
      1. by delivering her/his resignation by mailing or delivering it to an address of The Party; or
      2. on her/his death; or
      3. on being expelled; or
      4. on having been a member not in good standing for 12 consecutive months.
    2. A member may be expelled by a resolution of a general meeting of members. The person who is subject to the proposed expulsion shall be given an opportunity to be heard at the meeting before the resolution is put to a vote.
  4. Voting Rights
    1. A member’s right to vote on all matters, including all elections, shall commence after s/he has been a member for 30 days.
    2. When a former member rejoins The Party after having been a member not in good standing for more than one year, that member’s voting rights shall resume 30 days after rejoining The Party.

Board of Directors

  1. Powers and Responsibilities of the Board
    1. The Board of directors has the power and responsibility to:
      1. set and collect annual membership fees
      2. maintain the list of members
      3. manage all assets and liabilities of The Fund
      4. and appoint officers
  2. The Board of Directors consists of the following positions
    1. Directors at Large Five (5).
    2. All Board of Director offices are unpaid positions.
  3. Selection of members to the Board of Directors
    1. All positions on the Board of Directors shall be elected as follows:
      1. A nominee for any of the Board of Director must be legally able to vote and have the capacity under law to contract in Canada.
      2. Nominations shall be by five (5) members in good standing .
      3. All members of The Fund in good standing shall be eligible to vote for these positions.
    2. Election to the Board of Directors and Term of Office
      1. The vote, for any office of the Board of Directors
        1. shall be by preferential ballot and a majority vote shall elect,
        2. must occur prior to the end of the term of office
        3. and the date for the vote can be set by a resolution of either the Board of Directors or members.
      2. If only one candidate runs for a position a majority vote of confidence is still required to elect.
      3. All Directors shall be elected to serve a two (2) year term or until their successors are elected.
      4. Ballots for election shall be mailed out at least 30 days prior to election day.
    3. Resignation and Removal of Member
      1. Any Board member may resign by submitting a letter of resignation to the Board of Directors.
      2. Any Board member may be removed from office by a vote of 4⁄5 of the Board of Directors.
      3. The Board of Directors or a general meeting has the authority to deregister any unit of The Fund for cause
    4. Vacancy in the Board of Directors
      1. The Board of Directors has the authority to fill, by appointment, any vacancy, however caused, until the next general meeting.
      2. All Board of Directors members shall be notified of a vacancy within seven (7) days
      3. Notice of the vacancy shall be posted on The Fund’s website and on The Fund’s members mailing list within the same seven (7) day period.

Officers

  1. Eligibility
    1. Any member in good standing is eligible to become an officer.
  2. Powers and Responsibilities
    1. The Fund must have the following officers that report to the Board of Directors
      1. a Chief Executive Officer (CEO) One (1) manages the operations of The Fund as directed to by the Board of Directors
      2. a Chief Finance Officer (CFO) One (1) manages the finances of The Fund as directed to by the Board of Directors
      3. a Chief Technical Officer (CTO) One (1) manages the technical assets of The Fund, as directed to by the Board of Directors.
  3. Selection of Officers
    1. All officers shall be appointed by
      1. unanimous vote the Board of Directors
      2. or majority vote of the members at a general meeting.
    2. Setting remuneration for Officers
      1. Remuneration for any Officer shall be set by
        1. unanimous vote the Board of Directors
        2. or majority vote of the members at a general meeting.
    3. Adding responsibilities
      1. At any time responsibilities may be added to any Officers post by
        1. unanimous vote of the Board of Directors
        2. or majority vote of the members at a general meeting.
    4. Resignation and Removal of an Officer
      1. Any Officer may resign by submitting a letter of resignation to the Board of Directors.
      2. Any Officer may be removed from office by
        1. unanimous vote of the Board of Directors
        2. or majority vote of the members at a general meeting.

Meetings of Board of Directors

  1. The Board of Directors shall meet at least four (4) times per year.
  2. Calling a meeting of the Board of Directors
    1. Any member of the Board of Directors can call a meeting of the Board of Directors.
    2. Notice of meetings of the Board of Directors:
      1. must be sent to every member of the Board of Directors at least one (1) day or more prior to the meeting,
      2. can be sent by mail or email.
  3. Meeting procedures
    1. Quorum at the Board of Directors meetings shall be four (4) Directors then in office.
    2. The Board of Directors may meet by electronic means and in accordance with the adopted Rules of Order.
    3. All decisions of Board of Directors shall be by a unanimous vote of those present and voting, except as may be specifically. stated elsewhere in the Bylaws.
    4. All members of the Board of Directors may vote on all matters, except if there is a conflict of interest.
    5. The Board of Directors may adopt procedural rules for conducting Board of Director meetings.
      1. If the adopted rules conflict with any bylaw, the bylaw is to be used.

General Meetings

  1. Calling of Annual General Meeting
    1. The annual general meeting of members shall be every August
    2. The annual general meeting of members shall be called by the Board of Directors by unanimous vote, and shall establish the location and the date of the meeting
  2. Calling of Special General Meetings
    • Special general meeting may be called by:
    1. A committee mandated by a general meeting
    2. The Board of Directors by a unanimous vote of those voting
    3. Petition to the Board of Directors submitted and signed by 10% of the membership in good standing or twenty (20) members in good standing, which ever is the larger number of members
    4. A resolution adopted by a general meeting by majority vote of those voting unless the Act or these bylaws otherwise provide
    5. When a general meeting has been petitioned, The Board of Directors shall select the location and the date of the general meeting, which date shall be set within ninety (90) days of receipt of the petition.
  3. Notice for General Meetings
    1. The Board shall notify members at least fourteen (14) days in advance of any general meeting
    2. Notice of the upcoming general meeting must be posted on The Fund’s website and on The Fund’s members mailing at least fourteen (14) days prior to the meeting.
    3. The notice of upcoming general meeting must include:
      1. the date, time and location,
      2. how to attend by electronic means,
      3. list of all elections taking place
      4. and a list of all resolutions being voted upon.
  4. Resolutions at General Meetings
    1. Members shall be notified at least thirty (30) days in advance of any deadline to submit resolutions for consideration at a general meeting of members
    2. Resolutions shall be submitted by at least five (5) members in good standing
    3. Resolutions that are not submitted in advance and are moved from the floor of the meeting shall only be considered if they are of an emergency nature and shall require a 2⁄3 vote to be considered by the meeting.
    4. Emergency resolutions shall only be considered after all other resolutions submitted in advance have been disposed of.
  5. Meeting Procedures
    1. Quorum at a meeting of the members shall be twenty (20) members in good standing.
    2. Members may meet by electronic means and in accordance with the adopted Rules of Order.
    3. All decisions of the members meeting shall be by a majority vote of those present and voting, unless the Act or these bylaws otherwise provide
    4. All members in good standing may vote.
    5. The Board of Directors may adopt procedural rules for conducting members meetings.

Documents

  1. The Board of Directors shall maintain for viewing by all members:
    1. The Bylaws of The Fund.
    2. The Rules of Order of The Fund.
    3. The Adopted Policy of The Fund.
    4. All minutes of previous general meeting, committee meetings and meetings of the Board of Directors
    5. A financial statement

Amendments to Bylaws

  1. Notice of amendments to the bylaws shall be included in the notice of meeting at which the amendments shall be considered.
  2. Amendments shall be submitted by at least 5 individual members in good standing
  3. Amendments shall be adopted by a majority of the votes cast in a mail-in vote sent to all members in good standing.

Auditor

  1. Appointment
    1. An auditor is to be appointed by the members at each annual general meeting.
    2. The auditor must be properly licensed to render an audit opinion and disclose any relation to The Fund or any member of The Fund prior to being appointed
  2. Reporting
    1. The auditor will audit the accounts of The Fund and make a report to the members at the annual meeting.
Retrieved from "http://wiki.pirateparty.ca/index.php/NPC_Bylaws_draft"
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