BYLAWS OF THE CANADIAN SCIENCE FICTION AND FANTASY ASSOCIATION [CSFFA]
I. PURPOSES OF CSFFA – CSFFA envisions a Canada in which many high quality science fiction and fantasy works and activities are created by and for Canadians. To support that vision, CFSSA encourages those creations through the Prix Aurora Awards including the Prix Aurora-Boreal. Its objectives are:
Managing the nominations for the selection of the finalists of the annual Canadian Science Fiction and Fantasy Association awards (Prix Aurora awards);
1.1.a Managing the voting for the recipients of the annual Canadian Science Fiction and Fantasy Association awards (Prix Aurora awards);
1.1.b Recruiting and approving a host Convention for the annual national convention, which shall be known as Canvention;
1.1.c Arranging for the preparation and presentation of the Awards in conjunction with the host Convention.
1.1.d Encouraging and supporting the development of special displays and programming by the host Convention to complement the presentation of the Awards.
1.1.e Supporting fund-raising, publicity and such other activities as may further the support and reputation of the Aurora Awards including the Prix Aurora- Boreal as well as the status of the fields of Science Fiction & Fantasy generally.
II MEMBERSHIP
2.1 Membership in CSFFA shall be limited to persons:
a. Who are either Canadian citizens or permanent residents (landed immigrants) of Canada,
b. Who have paid the membership fee or had it paid on their behalf by a Canvention,
c. Whose application for admission as a member has received the approval of the Board of Directors of CSFFA, and
d. Who are interested in furthering the objects of CSFFA.
2.2 Membership fees will be set yearly by the Board of Directors subject to ratification by the Membership at that year’s AGM.
2.3 The payment of the membership fee, entitles the member to nominate and vote for the Awards, attend and vote at the Annual General Business Meeting and be eligible to vote for and/or stand for office in CSFFA.
2.4 Members of that year’s Canventlon will automatically be considered as members of CSFFA subject to the agreement of that Convention’s ConCom to pay the Membership fee on their members behalf.
2.5 Any member may withdraw from CSFFA by delivering a written resignation, by mail or email, to the Secretary of CSFFA.
2.6 Any member may be required to resign by a vote of three-quarters (3/4) of the members at an Annual Meeting.
2.7 Ownership of CSFFA shall be vested in its members.
2.8 ANNUAL GENERAL MEETINGS
The Annual General Meeting of the members shall be held at a time and date in conjunction with that year’s Canvention.
At every Annual General Meeting, the members may consider and transact any business either special or general at any meeting of the members.
The business that must be transacted must include:
d. the election of Directors;
e. a presentation of the financial statements and the report of the auditors
f. the choosing of the coming year’s Canvention (or assignment to the Board of Directors of that task if there is no bid available);
g. the appointment of the next year’s auditor.
h. the addressing of any Constitutional matters;
i. approval of changes, to the corporation’s Letters Patent;
j. change of head office address;
k. request by a director of the corporation for indemnification by the corporation;
l. conflict of interest issues;
m. confirmation of contract by members despite conflict of interest; k. any change in the holding of annual meetings; and other items included in the notice of meeting
2.9 A Special General Meeting of voting members may be called by the directors and shall be called if a petition is signed by ten percent (10% of the voting members)
2.10 Fourteen (14) days’ written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision(s) to be taken. Notice of each meeting of members must remind the member that the member has the right to vote by proxy.
Notice of any meeting may encompass communication by telephone, email or other electronic means as well as letters and publications mailed out by the host Convention.
2.11 Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of the written proxy form available on the Aurora website, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of CSFFA.
2.12 A simple majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these by-laws.
2.13 A quorum shall be (5) members present at any Annual General or Special Meeting of members (proxies will not count towards quorum). No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of CSFFA shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the email address of the member, director or officer shall be his last email address recorded on the books of CSFFA.
III BOARD OF DIRECTORS
3.1 The property and business of CSFFA shall be governed by a Board of Directors, comprised of a minimum of five (5) directors. Directors must be individuals, 18 years of age, with power under law to contract. Directors must be members. The board shall make every effort to recruit directors from every region including the north as befits a national organization.
3.2 The applicants for incorporation shall become the first directors of CSFFA whose term of office on the Board of Directors shall continue until the first Annual General Meeting.
3.3 At the first Annual General Meeting, the provisional directors named in the Letters Patent of CSFFA will either be elected to form the Board of Directors or be replaced by new Directors.
3.4 Directors shall be elected for a term of two (2) year by the members at an Annual Meeting of members. At the first Annual General Meeting, half of the directors, being those who received the most votes, shall be elected to a two year term and the others to a one-year term.
The Board of Directors by majority vote, may, by appointment, fill a vacancy with a member of CSFFA; which appointment shall last until the next Annual General Meeting.
3.5 If the immediate past president wishes to remain on the board after his or her current term expires, one of the board positions shall be reserved for that individual
3.6 The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.
3.7 A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his or her retirement is accepted and his successor is elected.
Any director way be removed by a 3/4 vote of members at any Annual or Special General Meeting.
IV POWERS OF DIRECTORS
4.1 The directors of CSFFA may manage the affairs of CSFFA in all things and make or cause to be made for CSFFA, in its name, any kind of contract which CSFFA may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as CSFFA is by its charter or otherwise authorized to exercise and do.
4.2 The directors shall have power to authorize expenditures on behalf of CSFFA. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of CSFFA in accordance with such terms as the Board of Directors may prescribe.
4.3 The Board of Directors shall take such steps as they may deem requisite to enable CSFFA to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of CSFFA.
4.4 The Board of Directors is hereby authorized
a. to borrow money upon the credit of CSFFA, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the Board of Directors in its discretion may deem expedient;
b. to limit or increase the amount to be borrowed;
c. to issue or cause to be issued bonds, debentures or other securities of CSFFA and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board of Directors;
d. to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of CSFFA, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of CSFFA, and the undertaking and rights of CSFFA.
4.5 The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.
4.6 Remuneration for all agents and employees shall be fixed by the Board of Directors by resolution.
V. DIRECTORS’ MEETINGS
5.1 Meetings of the Board of Directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given to each director. Notice shall be sent at least 14 days prior to the meeting. Directors may hold meetings by teleconference or by other electronic means that permit directors to communicate adequately with each other. Each director shall consent in advance to the method of communication and has equal access. Sixty (60) per cent of the Directors are required for approval of holding such a meeting. The Secretary will check to see if there are enough Directors signed in to provide a quorum and will be responsible for recording votes. There shall be at least five (5) meetings per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of CSFFA shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any
or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
5.2 There shall be at least four (4) meetings per year of the Board of Directors.
5.3 No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of CSFFA shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
5.4 Each director is authorized to exercise one (1) vote. Motions shall be carried by a simple majority.
5.5 A majority of directors in office, from time to time, but no less than three (3) directors, shall constitute a quorum for meetings of the Board of Directors. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of CSFFA.
5.6 Every director of CSFFA and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of CSFFA, from and against; all costs, charges and expenses which such director, sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
VI OFFICERS
6.1 The officers of CSFFA shall be a President, Vice-President, Secretary and Treasurer and any such other officers as the Board of Directors may by by-law determine.
6.2 The Directors shall appoint the Officers from amongst themselves.The officers of CSFFA shall hold office from the date of apPointment until their successors apPointed in their stead. Officers shall be subject to removal by resolution of the Board of Directors at any time.
6.3 The President shall be the chief executive officer of CSFFA. He or she shall preside at all meetings of CSFFA and of the Board of Directors. He or she shall have the general and active management of the affairs of CSFFA. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect. Should a tie vote occur on a matter essential to continued organization or board operations, such as the election of an officer, the chair of the meeting shall cast a second vote.
6.4 The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him by the Board of Directors.
6.5 The Secretary, shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision the Secretary shall be. The Secretary shall be the custodian of the seal of CSFFA.
6.6 The Treasurer shall have the custody of the funds and securities of CSFFA and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of CSFFA in the books belonging to CSFFA and shall deposit all monies, securities and other valuable effects in the name and to the credit of CSFFA in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time. He or she shall disburse the funds of CSFFA as may be directed by proper authority taking proper vouchers for such disbursements, and in accordance with the Signing authority resolution, and shall render to the president and directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of CSFFA. He or she shall also perform such other duties as may from time to time be directed by the Board of Directors
6.7 The duties of all other Directors of CSFFA shall be such as the terms of their engagement call for or the Officers of the Board of Directors requires of them.
6.8 All directors shall carry out their duties of care, loyalty and fiduciary duty, and shall act in accordance with any Code of Conduct or other such document approved by the Board.
VII COMMITTEES
7.1 The board of directors may create standing an ad hoc committees and task forces and establish their terms of reference.
7.2 The Committee chairs and members shall be appointed or removed by motion at a regular Board meeting. Each Committee shall be chaired by a member of the board, and each member of the board shall serve on a committee. Not all members of committees need be members of the board. The Chair is an ex officio member of all committees.
VIII FINANCIAL AND CONTRACTUAL MATTERS
8.1 Contracts, documents or any instruments in writing requiring the signature of CSFFA, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon CSFFA without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of CSFFA to sign specific contracts, documents and instruments in writing. The directors may give CSFFA’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of CSFFA. The seal of CSFFA when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.
8.2 The financial year of CSFFA shall be determined by the Board of Directors.
8.3 The by-laws of CSFFA not embodied in the Letters Patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least three-quarters (3/4) of the votes cast in favour of the by-law at a meeting of members duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
8.4 The members shall, at each Annual Meeting, appoint an auditor to audit the accounts and annual financial statements of CSFFA for report to the members at the next Annual Meeting. The auditor shall hold office until the next Annual Meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
8.5 The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statue or law are regularly and properly kept.
8.6 The Judith Merril Collection of Speculative Fiction of the Toronto Public Library shall be the official depository for the corporation archives. Should for any reason the Judith Merril Collection be disbanded or refuse further deposits from the corporation, the Ward Chipman Special Collection of the University of New Brunswick shall become the official depository for the corporation archives.
8.7 The Board of Directors shall prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of CSFFA as they deem expedient, provided that such rules and regulations shall have force and effect only until the next Annual Meeting of the members of CSFFA when they shall be ratified by a vote of 3/4 of the members present, and failing such ratification at such Annual Meeting of members, shall at and from that time cease to have any force and effect.
IX INTERPRETATION
9.1 The corporate seal, an impression whereof is stamped in the margin hereof, shall be the seal of CSFFA. The Secretary shall be the custodian of the seal of CSFFA.
9.2 In these by-laws and in all other by-laws of CSFFA hereafter passed unless the context otherwise requires, words importing the Singular number shall include the plural number, as the case may be, and vice versa, and references to persons shall include firms and corporations;
9.3 In these by-laws and in all other by-laws of CSFFA hereafter passed, unless the context otherwise requires, the term “written” may encompass communication by telephone, email or other electronic means
9.4 A Canvention is the Canadian national science fiction and fantasy convention, hosted in turn by an eastern and then western science fiction and/or fantasy convention.
9.S A Canadian is defined as a Canadian Citizen, or a Permanent Resident (landed immigrant). Continuous Canadian residency is not required.