Official Bylaws (requires some formatting fixes)
1. Name, Information, and Interpretation
1.The name of the corporation shall be Site 3 coLaboratory Centre for Art and Technology, as indicated on the Letters Patent with the corporation number 1806341.
2. The address of the corporation is 718R Ossington Ave., Toronto ON M6G 3T7.
3. For the purposes of these bylaws, the term “Site 3” shall refer to the corporation. The term “Shop” shall refer to the physical space at 718R Ossington Ave.
4. The address of the corporation can be changed only by amendment of these bylaws and not otherwise.
2. Board of Directors
1. The Board of Directors is made up of members elected by the organization's membership to oversee the management of the corporation.
2. The Board of Directors shall serve without pay and consist of 5 members.
3. The duties of the Board shall include:
a. Upholding and advancing the principles of the corporation.
b. Being responsible for the legal, contractual, and financial affairs of the corporation.
4. Members of the Board shall have been members of the corporation for a minimum of six consecutive months before they are eligible.
5. Members of the Board will be elected by the membership by secret ballot.
6. Board members shall serve terms of two years.
7. Board members shall be removed from the board:
a. if at a special general meeting of members, a resolution is passed by two-thirds (2/3) of the members present at the meeting that he or she be removed from office;
b. if the board member misses two consecutive board meetings without justification;
c. if a board member has resigned from office by delivering a written resignation to the secretary of the corporation;
d. by a 4/5 vote of the board (not including the board member being voted on);
e. if he or she is found by a court to be of unsound mind;
f. on death;
8. Members of the Board shall see that all necessary records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.
9. If a vacancy on the Board occurs within 3 months of a general meeting, no by-election is necessary, otherwise one will be held within one month of the seat being vacated.
10. The Board may take action on urgent items without a meeting given unanimous signed consent.
1. The officers of the corporation are members who are responsible for specific duties relating to the running of the corporation. They are appointed by and accountable to the board of directors.
2. The officers of the corporation shall consist of a President, Executive Director, Secretary, Treasurer, and Shop Operations Manager nominated by the Board, as well as any other officers determined by the Board.
a. President: chairs board meetings, sets the agenda and provides meeting structure; point of contact for media and PR; works directly with the Executive Director in an advisory role; works to recruit new members and serves as a link between the organization and the community; ensures that people in executive roles understand and are able to fulfill those roles. The president must serve on the Board.
b. Executive Director: responsible for all day-to-day operations, directly or by delegation; manages the executive committee; manages organization partnerships; manages non-education events (such as fundraising and outreach); manages organization programs; ensures that all bylaws and procedures are followed.
c. Secretary: takes minutes at meetings and presents them to the Board within one week; maintains files of all meeting minutes, correspondences, and any other records; files corporation paperwork as necessary.
d. Treasurer: presents financial status to the Board at least monthly; collects and deposits dues, electronically and physically, at least once per week; files corporation taxes; pays all bills.
e. Shop Operations Manager: manages all aspects of shop operations; is responsible for keeping the shop clean and safe; logs accident reports and presents them to the Board at the next Board meeting; manages an inventory of tools and instructions on how to use them; maintains records on who has access to which tools.
3. Officers will serve a term of one year.
4. Officers may be appointed by the board from among the members (including board members) in good standing and must maintain their good standing in order to remain officers.
5. Officers may be removed by the Board at any time, with or without cause.
6. Officers may resign at any time by giving written notice to the Board, the President, or the Secretary.
7. Vacancies of officers:
a. Any vacancy of an officer's position shall be filled by the Board of Directors.
b. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.
c. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
8 Banking will be carried out on a two-to-sign basis.
a. The Treasurer and the Executive Director will have signing authority on the bank account
b. One additional officer or director, who will be chosen by consensus between the Treasurer and the Executive Director, will also have signing authority on the bank account, in order to ensure that shop business can continue to be carried out in the event of the absence of either of the other signing authorities.
1. Membership in the organization confers certain rights and responsibilities regarding the space.
2. Three classes of membership exist:
a. Introductory members may access shop resources when an Associate or Core member is present, and may also access the shop on a schedule established by the Board
b. Associate members may access shop resources at any time, but do not have voting rights
c. Core members may access the shop resources at any time and have voting rights.
3. Non-members may only join as Introductory members.
a. Introductory members may become Associate members by satisfying criteria set by the Board, and applying to the Board for a change in membership
b. Associate members may become Core members by satisfying criteria set by the Board, and applying to the Board for a change in membership
c. Changes in membership status will not occur if more than one Board member deems the criteria for a change not to have been met, or raises a specific objection
d. If a membership change is rejected, the reason for that rejection must be promptly communicated to the member.
4. New membership may be approved by written or verbal confirmation of the Board outside of a Board meeting, but must be confirmed at the next Board meeting.
5. For insurance and safety purposes, potential members may be subject to a background check.
6. The cost of membership is determined by the board.
7. The schedule upon which dues are payable is determined by the Board.
a. Any change to when membership dues are collected will be announced prior to the collection of dues on the new schedule either on the members email list, or at a general membership meeting.
8. Membership shall be limited to persons interested in furthering the objects of the organization.
9. Members have as privileges:
a. Physical access to the shop by whatever means are currently in use.
b. Reasonable storage for projects within the shop.
c. Use of shop tools, subject to training requirements for specific tools.
10. Members have as responsibilities:
a. Ensuring that they are subscribed to the members email list.
b. Keeping up-to-date emergency contact information with the Shop Operations Manager.
c. Any additional responsibilities as stated in the membership agreement.
11. Members may resign by written notice to the Secretary or other officer designated by the Secretary, or by not paying dues.
12. Upon resignation, members will have access to the shop revoked, and be unsubscribed from the member email list.
13. A majority of the Board can vote to suspend the membership of a member, at which time their access to the space will also be suspended.
a. A majority of the Board can vote to change the membership class of a Core member to Associate, at which time their voting rights will be suspended.
b. A majority of the Board can vote to change the membership class of a Core member to Introductory, at which time their voting rights will be suspended and their access to shop resources placed under the same restrictions as Introductory members
c. majority of the Board can vote to change the membership class of an Associate member to Introductory, at which time their access to shop resources will be placed under the same restrictions as Introductory members
14. In order for a suspension to be lifted, the suspended member must go through the same vetting process as occurs on acceptance of a new member.
a. In order for a membership class changed by the Board to be changed back to a previously held class, they must satisfiy criteria set by the Board.
15. The organization reserves the right to limit membership based on the capacity of the space.
1. The Board may appoint standing and ad hoc committees as needed.
1. Regular meetings of the membership shall be held on at least a quarterly basis to keep the members involved and informed in ongoing decisions involving the corporation.
2. Announcements regarding changes to meeting date, time, or venue shall be made to the entire membership with a minimum of 48 hours notice.
3. Meetings of the Board shall be held on a monthly basis and additionally as requested by two or more members of the board.
4. Announcements regarding changes to meeting date, time, or venue shall be made to the entire board with a minimum of 48 hours notice.
5. Agenda items beyond standing items shall be distributed 48 hours in advance.
6. Decisions will be by made by general consensus confirmed by majority vote.
7. Quorum is a majority of the board.
8. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
9. Annual General Meetings of the Membership shall be held each year in either January, February, or March, in order to comply with legal requirements, elect new board members and auditors, go over the financial records of the organization, update the bylaws, and make any other decisions which require the input of most of the membership.
10. For this section, Membership refers to core members as defined above.
11. Notice of the meeting will be posted in the shop and sent to the entire membership with a minimum of thirty days notice.
12. The agenda for the meeting will be distributed to the membership 48 hours in advance, including any specific amendments proposed to the bylaws.
13. If a member misses the meeting despite the best efforts of the board to give notice of the meeting, this shall not invalidate the results of the meeting.
14. Decisions will be by made by general consensus confirmed by majority vote, except for changes to bylaws which must be passed with two-thirds majority.
15. Quorum for the meeting shall be two-thirds.
16. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
17. Special General Meetings of the Membership are subject to the same provisions as the Annual General
18. Meeting and may be held at any time when called for by the President or a majority of Board members.
1. The first auditor will be appointed by the directors.
2. At each annual general meeting the members must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.
3. The Board shall appoint an auditor if the one elected by the board resign or is removed.
4. An auditor may be removed by ordinary resolution.
5. An auditor must be promptly informed in writing of the auditor’s appointment or removal.
6. A director or employee of the corporation must not be its auditor.
7. The auditor may attend general meetings.
8. Conflict of Interest
1. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
9. Fiscal Policies
1. The fiscal year of the board shall be January 1 to December 31.
1. These bylaws may be amended by a two-third vote of members present at any Annual or Special member meeting, provided a quorum is present and provide a copy of the proposed amendment(s) are provided to each member with the agenda for the meeting.