Bylaws
August 18, 2021
Article 1. Name
The name of the Organization is felt :: feutre canada. The Organization is non-profit and volunteer-run.
Article 2. Missions and Goals
The Organization’s Mission is:
felt :: feutre canada aims to unite, inform and inspire Canadian feltmakers to achieve higher artistic standards, build a national identity around feltmaking and raise the international profile of Canadian felt.
The Organization’s goals are:
To build and support national and international relationships between craftspeople and artists working in the medium of felt.
To encourage participation at all levels of experience and promote excellence in the art and craft of feltmaking.
To expand the technical and artistic boundaries of feltmaking.
To create educational and outreach opportunities through speakers, workshops and exhibitions.
To circulate information to members about feltmaking activities and opportunities.
To work cooperatively with other agencies concerned with art and craft activities.
To stimulate public interest in the art and craft of feltmaking.
To promote the work of our members.
Article 3. Membership
Membership is open to all persons interested in or actively engaged in feltmaking. Members shall be of Canadian citizenship, whether residing in Canada or abroad. Non-Canadians wishing membership must reside in Canada.
Members will be over the age of 18 or under the age of 18 with parental consent.
Qualifications may be modified and divided into such classes as may be determined from time to time by the Board of Directors, in accordance with the Articles of Incorporation, and approved by the membership.
Fees will be set by the board for the following year and approved by the membership at the AGM.
Membership will run for the full calendar year from January to December and may be changed at the discretion of the board. No refund of dues will be made to any member who resigns from, quits, or is expelled from the organization.
Members may join at any point in the year however the membership fee is not prorated.
When full payment of the membership fee is received, the member’s name will be added to the felt :: feutre master member list.
Privileges include the right to vote, to hold office, and to participate in all membership events and benefits.
Article 4: Severance of Membership
Any member may withdraw by notification to any Board Member or by non-payment of fees.
Any member showing conduct that is considered detrimental to the Organization may, by resolution passed by a simple majority of Board Members, be suspended for a period fixed by the Board or expelled.
Article 5. Business Year
felt :: feutre canada’s business year is January 1st-December 31st.
Article 6. Meetings
Board Meetings
There will be a minimum of six regular board meetings per year.
Quorum for board meetings will be the President or Vice President, plus simple majority of all other Officers or Directors.
The order of business will follow standard procedures.
New business should normally be sent in writing by any member of the Organization five days before the meeting date. Items submitted after that may be considered at the absolute discretion of the Chair.
Reporting members unable to attend will submit a written report to the Chair for distribution prior to the meeting.
Annual General Meeting (AGM)
A meeting notice shall be provided to all members in good standing at least 30 days before the AGM.
The Agenda shall be provided at least 10 days prior to the AGM
The AGM may be in person or virtual.
The President shall preside at the AGM. In the absence of the President, the Vice President shall preside. If both are unable to attend, the meeting will be rescheduled.
A quorum for the AGM shall be the Chair plus two Executive Officers or Directors and 10 members.
If quorum is not reached, the meeting shall be rescheduled within 30 days, and that meeting shall be considered binding as if quorum is reached, whether or not it actually is.
Each member of felt :: feutre canada, with the exception of the Chair, shall have one vote in connection with each motion put forward. A resolution will require a simple majority. All votes will be taken by a show of hands, in person or virtually, unless the meeting chair determines otherwise. In case of an equality of votes, the Chair will cast the deciding vote.
Article 7. Amendment of Bylaws
Any proposal to alter the articles must be approved by a majority of the members present at the AGM or those who vote on-line with the proposed amendments sent out electronically.
Electronic votes will be accepted for 7 days.
Such a proposal shall be accompanied by a copy of the relevant part of the existing articles and proposed amendments in the documentation.
If a non-Bylaw item is deemed by the Board to be important to the entire membership it will be sent to the membership electronically with votes accepted for 7 days.
Article 8. Officers and Directors
A Board of Directors, herein referred to as “the Board”, shall govern the Organization.
The Board will be composed of no fewer than four (4) Executive Officers, and no more than four (4) additional elected or appointed Directors to serve in the following positions:
The Executive Officers of the Board must be elected and are President, Vice President, Secretary, and Treasurer.
The position of elected Director-at-large (up to four) is determined yearly by need on the recommendation of the existing Board. These Directors-at large will be elected at the AGM.
A Director-at-large may be appointed by the Board prior to the AGM if required. Refer to Articles of Incorporation regarding number of Directors allowed..
Executive Directors will be elected in two groups, with terms commencing in alternate years. President & Vice President in one group, Secretary and Treasurer in other group.
If these terms get out of sync for President and Vice President, terms will be adjusted as required.
The term of office for Executive Directors will be two years. Each term starts in January following the election.
An individual can hold the same position on the Executive board for a maximum of two consecutive terms or four years.
The term of office for Directors-at-large will be one year. Each term starts in January following the election.
There is no limit on the number of consecutive terms for Directors-at-large.
Each Executive Officer and Director-at-large will have one vote at Board meetings.
Article 9. Nominations and Elections
The nomination and election of open positions for Executive Officers and Directors-at-large shall be conducted annually.
Any member in good standing can nominate themself or another member.
Candidates will be presented to the membership prior to the AGM.
Candidates will be elected at the AGM.
Prior to the AGM, voting will be done by online poll unless there is only one nominee, in which case the position will be filled by acclamation. The candidate with the highest number of votes at the end of a 7 day online voting period will be elected.
If the President becomes unable to complete the term, the Vice President will move into the position of President without an election. If the Vice President is unable to complete the term as President, an election will be held.
In the event that an Officer of the Executive resigns or is removed from the Board during their term, the other members of the Board may select an individual from either within the Board or the general membership to fulfill this role on an interim basis until the next AGM.
Article 10. Roles and Responsibilities of Officers
Refer to the Document Policies & Procedures for detailed descriptions
1. The President:
Presides as Executive Chair for all Board meetings and the AGM.
Ensures the Board fulfills its legal and financial obligations.
Will be co-signatory of the organization’s bank account with the Treasurer.
Ensures the annual return, amendments to the bylaws and other incorporating documents are filed with the Corporate Registry.
Ensures the bylaws are adhered to.
2. The Vice President:
Learns the duties of the President and fulfills the roles of the Executive Chair in
the case of her or his inability or absence.
3. The Secretary:
Maintains & distributes records of all official board communication (including but not limited to board meeting minutes) and official and/or legal organizational documents such as bylaws.
4. The Treasurer:
Provides financial oversight and monitors the financial health of the organization through the creation, presentation and monitoring of the annual budget.
Works closely with every Director/Committee to develop a budget clearly indicating expenses and revenue required for all felt::feutre canada undertakings.
Ensures the timely and accurate completion of the organization’s tax forms and Annual Return according to Canada Revenue Agency guidelines.
Provides financial reports outlining income, expenses and balances at all board meetings, and to the membership at the AGM.
Is a co-signatory of the organization’s bank account with the President.
Files the annual return, amendments to the bylaws and other incorporating documents with the Corporate Registry along with the President.
Collects all dues and funds made available to the organization and deposits them to the Organization’s bank account in a timely manner.
Pays all Organization bills in a timely manner.
Maintains current financial records in an electronic format accessible by request from Organization officers and members.
5. Directors at Large
Will assist Executive Officers as required.
Article 11: Committees
The Board will create Committees as required to handle any short or long term ventures such as (but not limited to) workshops, symposiums, exhibitions and other specific projects. The Committee chair may be a Director or other member, and they will report to the Board.
Committee members will not have a vote at Board meetings unless they also hold the position of Executive Director or Director-at-large.
Article 12: Finances
The fiscal year of felt :: feutre canada shall be January 1st - December 31st.
All revenues of felt :: feutre canada shall be considered general funds of felt :: feutre canada, unless otherwise designated.
All books, accounts, and records of felt :: feutre canada shall be open for inspection by the Officers and Directors at all reasonable times, and for inspection by members in good standing upon application to the Executive Board, at such times and in such places as the Executive Board shall deem fit. The Board shall act in a timely manner to fulfill any member’s request for inspection.
The Board of Directors may not borrow money for any purpose unless and until authorized to do so by a special resolution passed by the membership.
Annual Financial Report must be presented at the AGM by the Treasurer.
Article 13. Liability of Directors
The liability of each director is limited to $1, being the amount each director undertakes to contribute to the assets of felt :: feutre in the event of its being dissolved while he or she is a director or within one year after he or she ceases to be a director, for payment of the Company’s debts and liabilities contracted before he or she ceases to be a director.
Article 14: Dissolution of the Organization
felt :: feutre canada may be dissolved only at the AGM or at a special meeting convened for the purpose of dissolution. The motion to dissolve must be carried by three quarters of members in good standing.
The Board will be composed of no fewer than four Executive Officers. Inability to fill the four Officer positions by December 31 after an AGM may trigger a vote on the dissolution of the Organization.
In the event of the dissolution of the Organization and after payment of satisfaction of its debts, liabilities and obligations, the remaining property and assets of the Organization, including any unexpended income, shall be transferred or donated to such society, corporation, or association, or multiple societies, corporations or associations in Canada having purposes in whole or in part similar or conducive to the purposes and objectives of the Organization and being a recognized Canadian charitable or nonprofit organization, as recommended by the Board to the membership.