Egale By-Laws

MISSION STATEMENT

Egale advances equality and justice for lesbian, gay, bisexual and trans-identified people, and their families, across Canada

1. NAME

The name of the organization shall be Egale Canada.

2. OBJECTS

2.1 Objects

WHEREAS Egale advances equality and justice for lesbian, gay, bisexual and trans-identified people, and their families, across Canada;

WHEREAS Egale recognizes that lesbian, gay, bisexual and trans-identified people are as diverse as the Canadian population and embraces that diversity,

WHEREAS Egale acknowledges that lesbian, gay, bisexual and trans-identified people experience the world differently depending on their sex, race, age, class, dis/ability, language and other factors, and that for many of us the struggle for equality for lesbian, gay, bisexual and trans-identified people cannot be separated from other campaigns for justice in which we are engaged, and

WHEREAS Egale is an organization based in the National Capital Region which strives to be accessible to all those who seek equality and justice and who share the Egale mission and objects:

IT IS HEREBY DECLARED that the Objects of Egale are:

1. To develop expertise in issues which affect equality and justice as they relate to lesbian, gay, bisexual and trans-identified people;

2. To make that expertise available;

3. To communicate and co-operate with those who are interested in advancing equality and justice;

4. To lobby on issues which affect equality and justice as they relate to lesbian, gay, bisexual and trans-identified people; and

5. To educate people on issues which affect equality and justice as they relate to lesbian, gay, bisexual and trans-identified people.

2.2 No Monetary Gain to Members

Egale shall be operated without purpose of monetary gain to any of the members, and any surplus or profits of Egale shall be used solely for the purposes of Egale and the promotion of its objects.

3. HEAD OFFICE

3.1 Location of Head Office

The Head Office of Egale shall be located in the National Capital Region.

4. ORGANIZATION

4.1 Organizational Structure

Egale shall consist of a Membership and a Board of Directors (Board).

4.2 Voting Rights of Officers and Directors

Each officer and director of Egale shall have one vote at meetings of the Board. Officers and directors are not permitted to grant proxy votes for meetings of the Board.

4.3 Working Languages

The working languages of Egale are both French and English. Participants in Egale activities are encouraged to express themselves in the language of their choice, though simultaneous interpretation will not always be provided. Egale shall strive to make documents pertaining to the Annual General Meeting or other meetings of the membership or the public, as well as the organization’s by-laws and publicity/information materials available in both French and English.

4.4 Decision Making

Consensus is the primary decision making process used by Egale. When consensus cannot be reached after 20 minutes, the Chair may call a vote. A two-thirds (2/3) majority will be required for the motion to be adopted.

4.5 Gender Inclusion

In all its organizational structures, Egale will strive to include all genders.

5. MEMBERSHIP

5.1 Individual Membership

1. Individual membership in Egale shall be open to any person who is committed to furthering the objects of Egale, and who remains in good standing.

2. Each individual member shall have the following rights and privileges:

   1. the right to be a candidate for election to the Board;

   2. the right to access any and all non-confidential documentation and financial statements of Egale within four weeks of a written request by the member;

   3. the right to be notified of any general meeting;

   4. the right to vote at membership meetings, subject to the other provisions of this Part.

3. Each individual member may also:

   1. be a candidate to chair committees;

   2. participate in any meeting of Egale;

   3. sit on any committee subject to the terms of reference of that committee.

5.2 Group Membership

1. Group membership in Egale shall be open to any organization which is committed to furthering the objects of Egale, and which remains in good standing.

2. Group members in Egale shall have the following rights and privileges:

   1. the right to access any and all non-confidential documentation and financial statements of Egale within four weeks of a written request by the member;

   2. the right to be notified of any general meeting;

   3. the right to exercise one vote per group membership at membership meetings subject to the other provisions of this Part.

3. Group members may also participate in any meeting of Egale, but may not sit on the Board or as Committee Chairs.

4. Except where otherwise noted, reference in these bylaws to members shall be taken to include both individual and group members.

5.3 Voting privileges

1. Members who joined Egale at least two (2) months prior to any meeting shall have one vote each.

2. The right to vote shall automatically be suspended for any member who ceases to be a member in good standing.

3. No member may vote by proxy.

5.4 Membership Dues

Membership fees or dues shall be approved by the membership.

5.5 Members in good standing

Members who have paid all required fees to Egale shall be considered members in good standing. A member shall cease to be a member in good standing if the member has failed to renew his or her membership by paying annual dues, if any, within ninety (90) days following the date when such dues became payable.

5.6 Resignation from Membership

Any member may withdraw from Egale by delivering to Egale a written resignation.

5.7 Removal from Membership

1. A member of Egale may be subject to removal by the Board if that member:

   1. acts in violation of the purposes and objectives of the policies and/or procedures of Egale; or

   2. acts in a manner detrimental to the organization.

2. The Board shall give notice to the member of the intention to consider removal at least thirty (30) days in advance of the meeting which will consider the matter. The member shall have the right to participate in the meeting or to make representation in writing, to show cause why the member should not be removed from Egale; and

3. Removal shall require a two-thirds (2/3) majority vote at the Board meeting considering the question.

6. MEMBERSHIP MEETINGS

6.1 Membership

Subject to the provisions of Part 5, members in good standing must be sent notices of, and be entitled to attend, participate, and vote at all meetings of the Membership.

6.2 Annual General Meeting

An Annual General Meeting shall be held in every calendar year and not more than fifteen (15) months after the preceding Annual Meeting, at such time and place as the Board shall determine.

6.3 General Meetings: Notice of Annual General Meeting

Notice of the time and place of the Annual General Meeting shall be communicated to the membership at least sixty (60) days prior to the date fixed for the meeting.

6.4 General Meetings: Special Meetings

1. Upon written request to the Board by twenty percent (20%) of full members, a special meeting shall be called by the Board. The Board may call a special meeting on its own initiative;

2. If the request is made at a meeting of the Board, notice shall go out within two weeks; otherwise, notice shall go out within two weeks of the Board meeting immediately following receipt of the request;

3. Notice of the time and place of a special general meeting shall be sent in writing by the Secretary to all members of Egale and to all members of the Board not less than thirty (30) days in advance of the meeting date. It shall state who has requested the meeting and the time, date, place, and purpose of the meeting;

4. A request for a special meeting may be withdrawn by the sponsors upon written notice to the President;

5. In the event that a majority (51%) of the members indicate in writing that they do not wish a meeting for the purpose requested, or if sponsorship falls below the level required, the Board may cancel a special meeting.

6.5 Agenda: Annual General Meeting

1. Mandatory agenda items

   The following items shall be included in the agenda:

   1. adoption of minutes of the previous Annual General Meeting and any intervening Special General Meeting;

   2. adoption of any annual reports;

   3. special resolutions for which advance notice has been given to the Board;

   4. business from members for which advance notice has been given to the Board;

   5. election of the Board;

   6. other business arising from the Members;

   7. report of actions taken in the name of Egale since the last meeting of the Board;

      and

   8. appointment of an auditor.

2. Notice Required for Certain Agenda Items

   The following items cannot be considered at a general meeting unless proper notice of motion is attached to the circulated agenda:

   1. amendment to the By-laws;

   2. borrowing of money;

   3. changes in fees;

   4. removal of persons from membership or from office;

   5. affiliation with other bodies; and

   6. dissolution of Egale.

3. Emergency Policy Resolutions

   1. Resolutions designated as “Emergency Policy Resolutions” may be initiated at the Annual Meeting.

   2. An “Emergency Policy Resolution” is a policy resolution having regard to an issue, matter or event

      1. that has arisen within the sixty (60) days preceding the Annual General Meeting;

         and

      2. upon which Egale has insufficient or no existing policy; or

      3. that requires action before the next Board meeting.

   3. An “Emergency Policy Resolution” shall be given in writing to the membership who shall determine by a two-thirds (2/3) vote if the resolution meets the criteria described in (ii) and if so, add the emergency resolution to the agenda. If not, the resolution will be referred for consideration to the next meeting of the Board.

7. BOARD OF DIRECTORS

7.1 Composition of the Board

The Board of Directors shall consist of the four executive officers referred to in part 8, and eight directors elected at large by the Annual General Meeting.

7.2 Regional representation and Gender Inclusion

1. The twelve Board positions shall be filled by the election of two residents of different gender resident in each of the following six regions:

   1. British Columbia and the Yukon Territory;

   2. the Northwest Territories, Nunavut and the Prairies (Alberta, Saskatchewan and Manitoba);

   3. the National Capital Region;

   4. Ontario (other than the National Capital Region);

   5. Quebec (other than the National Capital Region); and

   6. the Atlantic Region (New Brunswick, Nova Scotia, PEI, Newfoundland & Labrador).

2. If there are insufficient candidates from a particular region or of a particular gender to fill any Board position, that position shall remain vacant until the election or appointment (in accordance with bylaw 10.11) of a Director who meets the relevant requirements.

3. Each member of Egale in good standing shall be entitled to vote for candidates running for the available Board positions in the same region that the member is resident. The Elections Committee shall resolve any questions which may arise relating to where a particular Egale member is eligible to vote.

7.3 Regular Meetings

The Board shall hold regular meetings at least twelve times a year, at intervals not greater than sixty days.

7.4 Rotation of Chair

Meetings shall be chaired by the President or, on a rotating basis by members of the Board, at the discretion of the Board.

7.5 Calling and notice

Regular meetings of the Board shall be called by the officers of Egale by giving at least ten days notice of the date, time, and place for the meeting.

7.6 Special Meetings

Special meetings of the Board may be called at the request of at least four of the directors. At least five days notice shall be given of the date, time, place, and agenda for a special meeting. No items may be added to the agenda.

7.7 Powers and Duties

In addition to other specific duties and powers assigned elsewhere in these by-laws, the Board shall:

1. take the initiative in preparing general policies and actions for consideration and possible adoption by the Members;

2. put into effect all policies and actions approved by the Members;

3. have power to enter into contracts in the name of Egale in accordance with policies and practices approved by the Members;

4. be responsible for the management of the affairs of Egale between meetings of the Members;

5. call special meetings of the membership;

6. fill any vacant position on the Board as described in by-laws 7.1 and 10.11.

7.8 Delegation of Powers

The Board shall have power to delegate authority for specific matters to any of its established committees or subcommittees, or to any officer of Egale, provided that the process described in Section 9 is adhered to.

7.9 Subcommittees

The Board may establish subcommittees from time to time in order to conduct its business more effectively.

7.10 Quorum

A quorum for all meetings of the Board shall be a majority of the members of the Board.

7.11 Removal

1. A member of the Board may be subject to removal from office if that Director:

   1. misses two (2) consecutive meetings of the Board without cause;

   2. acts in violation of the purposes and objectives of policies and procedures of Egale;

      or

   3. acts in a manner detrimental to the organization.

2. With the approval of the Board, a member of the Board may take a leave of absence from the Board.

3. Consideration of removal shall be by the Board if it deems advisable, or upon request to the Board by twenty percent (20%) of members in good standing.

4. The Board shall give written notice to the member of the intention to consider removal thirty (30) days in advance of the meeting which will consider the matter. The member shall have the right to make representation to the meeting in person or in writing, to show cause why the Director should not be removed from office.

5. Removal shall be by a two-thirds vote at the designated meeting of the Board.

6. A member of the Board who is removed shall have the right to make representation in person or in writing to the next Annual Meeting.

8. DUTIES OF OFFICERS

8.1 President

The President shall:

1. be responsible for the overall affairs of Egale;

2. preside at meetings of the Members, unless a moderator is appointed;

3. in consultation with the Secretary, prepare agenda for meetings of the Members, and of the Board;

4. ensure that all policies and actions approved by the Members and by the Board are properly implemented; and

5. maintain a register of all policies of Egale.

8.2 Vice-President

The Vice-President shall:

1. fulfil the duties of the President when that person is temporarily absent or otherwise unable to perform the duties of the office; and

2. perform all specific duties assigned by the President or requested by the Board or the Members.

8.3 Secretary

The Secretary shall:

1. be responsible for circulating notices, agenda, and minutes of meetings of the Members and the Board;

2. ensure that minutes are prepared and that minute books are properly maintained for meetings of the Members, and the Board;

3. be responsible for correspondence with the membership and for maintaining internal communication with Egale; and

4. maintain a register of the members of Egale.

8.4 Treasurer

The Treasurer shall:

1. be responsible for the care and custody of the funds and other assets of Egale;

2. keep records of all dues paid by members of Egale;

3. deposit all monies received in a chartered bank or other similar financial institution and make payments for all approved expenses incurred by Egale;

4. maintain full and accurate books of the accounts and of all financial transactions of Egale;

5. report to each regular meeting of the Board on the financial accounts of Egale;

6. present a written financial report at the Annual Meeting of the Members, which shall include a statement of the accounts of Egale, and a budget for the next financial year; and

7. co-sign all cheques.

9. COMMITTEES

9.1 Standing Committees

Standing committees of Egale shall be established by the Board. The Board may also establish standing subcommittees. The budget of all standing committees must include specific terms of reference in accordance with By-law 9.3. These terms of reference may be amended subsequently, by approval of an appropriate motion of the Board.

9.2 Ad Hoc Committees

Ad hoc committees may be established from time to time and for a fixed period by the Board; if terms of reference are not included in the motion to establish an ad hoc committee, the committee shall draw up its own terms of reference and submit these to the Board for approval.

9.3 Terms of Reference

1. Terms of reference for all committees shall include the following:

   1. the status of the committee (standing or ad hoc);

   2. the overall purpose;

   3. the composition (chair, secretary, and membership);

   4. an upper limit of expenses the committee can incur; and

   5. the preferred time and method for reporting.

2. Terms of reference for all committees may also include the following:

   1. the type of committee (discussion, working, combination, task force, etc);

   2. any specific directives defining goals and tasks;

   3. the relationship to any overlapping activities of Egale;

   4. the assignment of any staff as associate members.

3. The terms of reference for all Standing Committees shall also include the following:

   1. the term of office for chairs and whether successive chairs are permitted;

   2. the method for the admission of new members;

   3. the method for the election of the chair;

   4. the method for notifying members of meetings.

9.4 Convening Meetings

Meetings of committees shall be called by the chair. If no chair is designated, the person whose name appears first on the list of members shall convene the first meeting, and the committee shall then elect its own chair.

9.5 Committee Membership

Committee membership is open to full members of Egale, or to duly-appointed representatives of group members, in accordance with the provisions of section 5.1 and 5.2 of these by-laws.

9.6 Quorum

Quorum shall be a majority of the eligible voting committee members.

9.7 Statutory Reports

All standing committees shall present annual reports to the Board for presentation at the Annual General Meeting. Ad hoc committees whose business is not completed at the time of the Annual General Meeting shall present interim reports.

10. ELECTIONS

10.1 Eligibility

Only individual members in good standing of Egale may serve as officers, directors or chairs of any committee of Egale.

10.2 Election of Directors

1. Directors shall be elected by the members in accordance with by-law 7.2.

2. Voting shall be by ballot in accordance with bylaw 10.6.

10.3 Election of Officers

1. The Directors, at the first board meeting after the Annual General Meeting, shall elect the officers referred to in Part 8, as the first item of business; and

2. The election of the Vice-President, Secretary and Treasurer shall follow immediately after the election of the President.

10.4 Officers and Gender

In any given year, the offices of President and Vice-President shall be occupied, if possible, by Directors of different gender.

10.5 Elections Committee

1. At least eighty (80) days before the Annual General Meeting of the members, the Board of Directors shall appoint an Elections Committee of not more than three members plus one director to act as board liaison, who shall not be a voting member of the committee. The voting committee members shall not be directors currently, standing for election, or paid employees of Egale, nor family members of any of the aforementioned.

2. The Elections Committee shall be responsible for the conduct of elections in accordance with these bylaws and such elections policies as may be established by the Board.

10.6 Elections Procedures

1. At least sixty (60) days before the Annual General Meeting, the Elections Committee shall invite nominations from the membership for members to stand for election to the Board of Directors;

2. Nominations shall close thirty (30) days prior to the Annual General Meeting;

3. The Elections Committee will accept written biographies from nominees until the close of nominations;

4. The Elections Committee shall ensure that all biographies received by the close of nominations are distributed to eligible voting members along with the relevant ballots in accordance with section 7.2 within three (3) working days of the close of nominations;

5. Only ballots received by 5 p.m. EST on the working day prior to the Annual General Meeting will be accepted;

6. Results of the elections shall be announced at the Annual General Meeting.

10.7 Scrutineers

The Board of Directors shall appoint at least two (2) members to be scrutineers. They will not be members who either sit as directors currently, are standing for election, or are paid employees of Egale, nor family members of any of the aforementioned. To ensure the process is seen to be fair, the names of the scrutineers shall be included in the call for nominations. Ballots shall only be opened in the presence of both scrutineers.

10.8 Ballot

A valid ballot shall contain a clear indication of not more than one candidate of the respective region and gender where the member resides. If it is determined that a member has voted more than once, only the first ballot received will be accepted and all subsequent ones will be disqualified.

10.9 Acclamations

In the event that only one valid nomination has been received for a position by the close of nominations, the nominee will be deemed to be elected. This result will be included with the biographies and ballots distributed to the membership.

10.10 Tie

1. The candidate receiving the most votes shall be elected;

2. In the event of a tie amongst the candidates with the most ballots, a conference call involving the affected candidates and the Chair of the Elections Committee shall take place no more than 72 hours after the counting of the ballots to determine who wishes to participate in a second election;

3. A second election will be conducted with only those candidates who tied for the most votes and who wish to continue to participate. A ballot shall be mailed to those members of the region in which the tie occurred within five (5) working days after the Annual General Meeting; and

4. If the second ballot results in a tie, the Board of Directors shall elect a candidate from those who tied in the second election.

10.11 Vacancies and By-elections

1. In the event that a Board position becomes vacant, the Board of Directors may appoint a member from that region and gender to the position until the earlier of either a by-election (to be held in conjunction with the next Annual General Meeting and in the same manner as a regular election) or the expiry of the two-year term;

2. In the event that there is no nominee for a particular position by the close of nominations, the Board of Directors may appoint after the Annual General Meeting or by-election a member from that region and gender to the position until the next regular election at the expiry of the two (2) year term.

11. TERM OF SERVICE

11.1 Term of Service

Board positions shall be for staggered two (2) year terms. Each year, one position shall become available from each of the six regions. Vacancies shall be filled in accordance with bylaw 10.11.

11.2 Serve Until Replaced

All officers, directors and members of committees shall continue to hold office until their elected successors assume office, unless they resign, or are removed from office by an action under by-law 7.11, 11.3 or 11.4.

11.3 Resignation

All officers, directors and members of committees may resign their positions by writing a letter of resignation to the President or the Secretary of Egale.

11.4 Removal of Committee Members

A member or chair of a committee shall be removed if, and when, a motion requesting removal of that person is approved by a two-thirds (2/3) majority of votes cast at a meeting of the committee, subject to approval by the Board; the person concerned has the right to make a statement at both meetings.

12. QUORUM

12.1 Quorum

1. Registration of twenty-five (25) members in good standing shall constitute quorum for the Annual General Meeting and for any Special General Meeting.

2. Sixty percent (60%) of members in good standing who are registered at the meeting shall be required to maintain quorum throughout the meeting.

13 CONFLICT OF INTEREST

13.1 When a Conflict of Interest Exists

1. An Egale Director, Committee Member or employee has an actual or perceived conflict of interest when:

   1. that person, or a member of his or her family, could potentially benefit, or avoid sustaining a loss, as a result of a decision under consideration by the Board or relevant Committee; or

   2. that person, or a member of his or her family, has an interest which might prevent them, or might reasonably be perceived to prevent them, from meeting their obligations to serve the interests of Egale; or

   3. that person, or a member of his or her family, has side interests substantial enough to potentially affect their independent judgment, or the independent judgment of a typical person in their situation, in serving the interests of Egale.

2. In any case, the Board shall have ultimate and final responsibility for determining whether a potential or actual conflict of interest exists, and for enforcement of Egale bylaws and policies relating to conflict of interest.

13.2 Reporting Requirements

All Egale Directors, Committee Members and employees shall conduct their personal business and private affairs to avoid any potential conflict of interest between themselves and Egale, and shall take immediate and appropriate action to resolve any conflict of interest which actually arises. All Egale Directors, Committee Members and employees shall report to the Board any facts, circumstances or personal or business affiliations which they know, or should know, have resulted or could result in a conflict of interest.

13.3 Process for Addressing Conflict of Interest

1. Any Director, Committee Member or employee has a right to be informed of any Board or Committee discussion relating to whether or not he or she has an actual or perceived conflict of interest;

2. Subject to paragraph (c) of this section, the Board or relevant Committee has the power to make a preliminary determination on an immediate basis regarding whether or not a Director, Committee Member or employee has an actual or perceived conflict of interest and to exercise any of the powers referred to in bylaw 13.4. In making a preliminary determination, the Board or relevant Committee shall exercise these powers only to the minimum extent reasonably necessary to resolve the conflict of interest;

3. Any Director, Committee Member or employee has the right to request a reconsideration or review by the Board of a preliminary determination by the Board or a Committee that he or she has an actual or perceived conflict of interest or of the exercise by the Board or Committee of any of the powers referred to in bylaw 13.4. The Director, Committee Member or employee shall submit any such request for a reconsideration or review in writing to the Secretary of the Board within thirty (30) days of the date on which the preliminary determination was made;

4. Upon receipt of a written request pursuant to paragraph (c) of this section, the Secretary shall call a special meeting of the Board in accordance with bylaw 7.6 for a final determination on whether or not the Director, Committee Member or employee has an actual or perceived conflict of interest and the appropriate measures to remedy the conflict. The special meeting of the Board shall take place no later than two weeks after the date on which the Secretary receives the written request;

5. At the special meeting of the Board, the affected Director, Committee Member or employee has the right to participate in all discussions relating to whether or not he or she has an actual or perceived conflict of interest and the appropriate measures to remedy the conflict;

6. A final determination regarding whether the affected Director, Committee Member or employee has an actual or perceived conflict of interest or the particular measures necessary to remedy any such conflict may only be passed by a two-thirds majority of voting Board members;

7. The decision of the Board in relation to these matters shall be final.

13.4 Powers to Board to Resolve Conflict of Interest

The Board may take whatever action it deems appropriate in its sole discretion to resolve appearances of impropriety and potential, perceived or actual conflicts of interest, including, but not limited to:

1. Prohibiting the affected Director, Committee Member or employee from participating in any Egale discussions or decisions involving, directly or indirectly, the conflict of interest;

2. Prohibiting the affected Director, Committee Member or employee from receiving any documentation relating, directly or indirectly, to the matters in respect of which he or she has a conflict of interest;

3. Modifying or redefining the duties and responsibilities of the affected Director, Committee Member or employee to exclude matters in respect of which, directly or indirectly, he or she has a conflict of interest;

4. Suspending the affected Director, Committee Member or employee from the exercise of his or her duties until such time as the conflict of interest is resolved; or

5. Requiring the resignation of the affected Director, Committee Member or employee where, for example, the conflict of interest is sufficiently substantial as to prevent the Director, Committee Member or employee from effectively discharging his or her duties.

14. PUBLIC RELATIONS

14.1 Public Statements

1. On matters where Egale has policy, public statements on behalf of Egale may be made by members of the Board. The Board may appoint one or several representative(s) to speak on its behalf.

2. On matters where Egale has no policy, no public statements may be made until the Board has been consulted.

14.2 Publications

Publications of Egale shall be as determined by the Board.

15. FINANCIAL MATTERS

15.1 Fiscal Year

The fiscal year of Egale shall be from January 1 to December 31.

15.2 Annual Report

A statement of the accounts of the past fiscal year, together with a budget for the current fiscal year, shall be prepared by the Treasurer for approval at the Annual General Meeting of Egale.

15.3 Limits on Expenditures

All expenditures of funds that are not included in the budget for the current fiscal year shall require approval by a motion passed by the Board.

15.4 Borrowing Powers

Subject to any statute or law, or the Letters Patent if any, any direction of a specific or general nature embodied in a resolution of an Annual or Special General Meeting and by-law 15.5, the Board may:

1. borrow money out of the line of credit of Egale and limit or increase the amount to be borrowed;

2. issue debentures or other securities of Egale and pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and

3. secure any debentures or other securities or any money borrowed, or other debt, or any other obligation of Egale by charging, mortgaging, hypothecating or pledging all or any of the real or personal, moveable and immovable property of Egale, including book debts, rights, powers, franchises and undertakings. In accordance with by-law 6.5(b)(ii), notice is required for general meetings at which borrowing of money will be considered.

15.5 Borrowing Restrictions

Any money borrowed pursuant to by-law 15.4(a) or any debentures or securities issued pursuant to by-law 15.4(b) may only be used for current operating expenses of Egale unless secured pursuant to by-law 15.4(c).

16. SIGNING AUTHORITY

16.1 Execution of Documents

Contracts, documents, and other instruments made in the name of Egale shall be binding on Egale when signed by the President and one other signing officer.

16.2 Signing Officers

Signing officers shall consist of the Treasurer and either the President, the Vice-President or the Secretary.

17. PAID STAFF

17.1 Appointment to Positions

Appointments to fill staff positions shall be made by the Board, and the remuneration and terms of service shall be stated in contracts between Egale and those appointed.

17.2 Job Description

The duties of all staff employees shall be stated in a written job descriptions for each position. These job descriptions shall be approved by the Board.

18. CONSULTANTS

18.1 Appointment of Consultants

The Board may from time to time hire consultants for specific tasks.

19. DISSOLUTION OR AMALGAMATION

19.1 Motions of Dissolution or Amalgamation

A motion to dissolve Egale or amalgamate with another organization requires a two-thirds majority vote of the Members.

19.2 Liquidation of Assets

A motion to liquidate the assets of Egale shall be considered to be included in the general motion of dissolution or amalgamation.

19.3 Disposition of Property on Dissolution

Upon the dissolution of Egale and after the payment of all debts and liabilities, the Board shall distribute or dispose of all the remaining property of Egale to organizations whose objects are beneficial to the community, which carry on their work solely in Canada, as the Board may see fit.

20. RULES OF ORDER

20.1 Rules of Order

Roberts Rules of Order shall guide Egale in all procedural matters not contained in these by-laws.

21. AMENDMENTS

21.1 Amendments to by-laws

These by-laws may be amended by approval of a motion by a two-thirds majority of votes cast at a meeting of the Membership, provided that at least thirty (30) days notice has been given of the proposed amendments.

Egale Canada ©2010

Advancing equality and justice for lesbian, gay, bisexual, and trans-identified people and their families across Canada