By-Law

This by-law is the governing document of the Science Fiction and Fantasy Society of Upper Canada:

Article I: Information

Section 1: Name

The name of the corporation is the Science Fiction and Fantasy Society of Upper Canada. It may be described in these by-laws as the “Society” or “SFFSoUC”.

Section 2: Legal form

The Society is a non-profit corporation governed under the laws of the province of Ontario.

Section 3: Objects of the corporation

The establishment and operation of a cultural society for the purposes of

  • encouraging the creation, appreciation, and understanding of science fiction, fantasy, and speculation in all media, including print, online, visual, theatrical, and all other forms;
  • uniting the residents of Ontario who share interests in science fiction, fantasy, and speculation in all media;
  • holding and supporting conventions, readings, viewings, exhibitions, publications, and other events and activities, as a way of uniting this community and encouraging the creation of these works;
  • organizing educational activities for the benefit of members and non-members in subjects associated with science fiction, fantasy, and world-building, including such fields of study as literature, literacy, science, mathematics, history, mythology and comparative religions, linguistics, economics, political science, and other subjects;
  • promoting and supporting literary and other prizes, awards and distinctions, to recognize and honour the best creative and organizational talents in the regional, national, and global speculative and science fiction communities;

and such other complementary purposes not inconsistent with these objects.

Article II: Members

Section 1: Voting members

Voting members of the Society may vote at general meetings. To qualify as a voting member, one must:

  • have paid a membership fee in the current year, and
  • have attended two previous general meetings (not including the current meeting) in the current year or the two previous years.

If the annual general meeting is held in conjunction with an event where a membership fee or equivalent is required for attendance, the member must have a membership prior to the beginning of the meeting.

Article III: Directors and Officers

Section 1: Directors

a. The directors of the corporation are elected to represent and protect the interests of the members of the Society. They will be responsible for the overall management of the Society, including approval of administrative expenditures, review and approval of budgets and major expenditures by project committees (e.g. conventions), recruiting future officers, directors, and project committee leaders, and other required tasks.

b. There will be five directors of the corporation

c. Directors will be elected for two-year terms at general meetings throughout a two-year cycle of general meetings (see Article IV).

d. Directors may be removed by a two-thirds vote of the members at any general meeting. These directors will be replaced at the same general meeting.

e. Directors whose positions become vacant (through resignation, removal, illness, or other prolonged absence) may be replaced on a temporary basis by the board of directors until the next general meeting. The members of the general meeting may either ratify the board’s selection or choose a different candidate for the position. These officers will serve the remainder of the term of the vacant position.

f. The board of directors may create committees or other working groups, whose members need not be directors or members of the Society, to investigate issues or perform tasks, so long as these subordinate committees do not require significant expenditure of the Society’s funds. Any significant expenditure or commitment of the Society’s resources will require an enabling resolution, as described in Article V.

g. In the event that a shortfall of funds imperils the continuation of the Society, the directors are expected to find other sources of fundraising to allow the Society to continue operation. Failure to meet this expectation may be used as a justification by members to vote for the removal of a director, but this clause may not create any obligation for directors to personally guarantee any financial obligations of the Society as a corporation.

Section 2: Officers

a. The officers of the Society are elected to perform specific functions, as described in the following sections, in relation to the legal obligations of the Society as a non-profit corporation.

b. The Society will have a president, vice-president, secretary, and treasurer.

c. Officers will be elected for one-year terms at the annual general meeting.

d. Officers may be removed by a two-thirds vote of the members at any general meeting. These officers will be replaced at the same general meeting.

e. Officers whose positions become vacant may be replaced on a temporary basis by the board of directors until the next general meeting. The members of the general meeting may either ratify the board’s selection or choose a different candidate for the position. These directors will serve the remainder of the term of the vacant position.

Section 3: President

The president’s responsibilities include: compliance with the legal obligations of the Society, including federal and provincial law and the Society’s by-laws; holding meetings and elections of directors and officers as required by the by-laws. In the event of the resignation, removal, or absence of other officers, the president is responsible to delegate or perform functions of those vacant offices.

Section 4: Vice-President

The vice-president will chair meetings in the absence of the president. The vice-president will take on the position of president if the president resigns, is removed from office in accordance with Article II Section 2.d., or is otherwise permanently absent from the position. The vice president may represent the Society or perform other tasks, at the direction of the president. The vice president will monitor conventions and other projects organized by the Society to ensure these are complying with enabling resolutions, and will request reports from convention chairs or other project managers to present to the board of directors.

Section 5: Secretary

The secretary will record minutes of general meetings of the corporation and meetings of the board of directors. The secretary will ensure filing of required documents and forms to government agencies. The secretary will present records of meetings to participants (board meetings to board members, general meetings to voting members) within sixty days of those meetings. The secretary will maintain a list of voting members of the Society and make this list available at the beginning of each general meeting. Any enabling resolutions for projects and activities of the Society will be made easily available by the Secretary to members of the Society and to participants in those projects and activities.

Section 6: Treasurer

The treasurer will maintain financial records and present an annual report to the annual general meeting. This report will include an income statement and a balance sheet for the prior financial year and a recent statement of financial assets (bank account, etc.). The treasurer will prepare tax forms and other filings of financial documents as required by law.

Article IV: Meetings

Section 1: Annual General Meeting

The Society will hold an annual general meeting in the second half of each calendar year, when possible to be held in conjunction with the Society’s major event of the year. The agenda of the annual general meeting will include election of officers and directors and presentation of the treasurer’s annual report.

Section 2: Spring General Meeting

The Society will hold a second general meeting in the first half of each calendar year. The agenda of the spring general meeting may include election of directors and enabling resolutions on future events and activities of the Society.

Section 3: Special meetings

A special meeting may be called at any time at the request of the president, of the board of directors, or from a petition from ten members of the Society being presented in writing to the Secretary. The meeting will be held at least 45 days after the date the meeting was called for, and not more than 60 days after the meeting call (except by consent of the party calling for the meeting). Within fifteen days of the meeting call, written notice through standard channels of communication (including confirmed email and web site) must be sent to all members of the Society. The meeting call should include the purpose and agenda (issues to be voted on) at the meeting. However, members may vote on any motion at a special meeting, just as at any other general meeting.

Section 4: Emergency meetings

A special meeting (as described in Section 3) may be called on ten calendar days’ notice with the prior written approval of a majority of the members of the Society, or of three-quarters of the Board of Directors.

Section 5: Remote participation

Reasonable efforts will be made to permit participation of members not physically present using telephone, instant message, or other communications technologies. Remote participation will only be considered as attending the meeting if a membership fee or equivalent is required and the voting member has acquired such membership prior to the beginning of the meeting.

Section 6: Proxy Votes

Members who are not present may arrange for another member to vote for them as a proxy with written permission given to the Secretary. No member present at a meeting may hold more than one proxy for an absent voting member. Notwithstanding any membership fee paid, voting by proxy may not be considered as attending the meeting, for the purpose of Article II Section 2.

Article V: Purposes and Activities

Other than routine administrative expenses as required by law or these by-laws, the Society will spend money only with an enabling resolution approved by the voting membership at a general meeting. This enabling resolution will normally contain some or all of the following elements:

  • The name of the convention or project for which spending is authorized.
  • A statement of purpose (or “mission”) which defines what the goals of the convention or project are. This must be consistent with the objects of the corporation.
  • Financial guidelines, specifically
    • how much money the Society will give the convention or project
    • any spending limit for the event, above which the board of directors must approve expenditures
    • any guidelines on how a surplus from the convention or project might be spent
  • Any constraints or policies on naming senior staff of the convention or project.
  • Any other policies or guidelines that the convention or project will be required to comply with.
  • Article VI: Amendments

    Other than routine administrative expenses as required by law or these by-laws, the Society will spend money only with an enabling resolution approved by the voting membership at a general meeting. This enabling resolution will normally contain some or all of the following elements:

    • The name of the convention or project for which spending is authorized.
    • A statement of purpose (or “mission”) which defines what the goals of the convention or project are. This must be consistent with the objects of the corporation.
    • Financial guidelines, specifically
      • how much money the Society will give the convention or project
      • any spending limit for the event, above which the board of directors must approve expenditures
      • any guidelines on how a surplus from the convention or project might be spent
    • Any constraints or policies on naming senior staff of the convention or project.
    • Any other policies or guidelines that the convention or project will be required to comply with.