Article 1: Mission

Section 1: Mission

The mission of the Toronto Chapter of the Society for Technical Communication (“the chapter”) shall be the same mission as the Society for Technical Communication, Inc. (the “Society”).

The Society is a New York non-profit corporation recognized as a charitable organization under Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended.

Section 2: Constraints

The chapter shall be organized and operated exclusively for charitable, scientific and educational purposes consistent with the mission and shall not be operated for the benefit of any director, officer, member, or individual.

The chapter may only pay compensation for personal services that are reasonable and necessary to carry out the mission.

The chapter shall not attempt to influence legislation, nor shall it participate or intervene (or publish or distribute any statements) in any political campaign on behalf of, or in opposition to, any candidate for public office.

Article 2: Members/Annual Business Meeting

Section 1: General

Chapter membership is open only to members in good standing of the Society. For purposes of these Bylaws, the term “member in good standing” means that a member who has complied with all the conditions for the member’s particular class of membership, including, but not limited to, the payment of dues and assessments.

The classes of membership shall be the same as those for the Society.

Section 2: Qualification for Membership

The qualifications for membership shall be the same as those for the Society.

Section 3: Rights and Privileges of Members

Voting Rights: Each chapter member, including student members, is entitled one vote on each matter submitted to the chapter membership for a vote.

Section 4: Obligations of Chapter Membership

By accepting chapter membership, each member agrees to abide by the chapter’s governing documents, work toward achievement of its purposes, and act in accordance with its precepts. Members who fail to do so may have their membership revoked by the Society or the chapter.

Section 5: Admission to Chapter Membership

An individual applies for membership in the chapter on the official application form of the Society. Membership in the chapter shall be effective upon review and approval of the application by the Society staff.

Section 6: Termination of Chapter Membership

Chapter membership may be terminated by resignation, nonpayment of Society/Chapter dues (as specified in these Bylaws), or expulsion by either the Society or the chapter.

The chapter membership may, by a two-thirds vote of the entire Chapter Administrative Council, expel a member for cause after an appropriate hearing before the Chapter Administrative Council.

A member who has been expelled by the chapter’s Administrative Council may appeal the decision to expel the member to the Society’s Board of Directors. The decision of the Society Board of Directors is final. A member who has been expelled forfeits all dues and fees already paid.

Section 7: Reinstatement

A member who resigns or whose membership lapses for nonpayment of Society/Chapter dues may apply for reinstatement by submitting a year’s dues and any reinstatement fee to the Society.

A member who has been expelled may be reinstated only with approval of the Society Board of Directors.

Section 8: Transfer of Membership

Membership may not be transferred or assigned to another person, except with the prior approval of the Society.

Section 9: Dues

Dues for membership, as well as enrollment and reinstatement fees, shall be set and published by the Society.

New members must submit their dues to the Society with their application for membership; if the application is not accepted, the dues shall be returned. In all other cases, dues are non-refundable.

Renewing members who have not paid their dues by the date on the dues renewal notice may be automatically terminated.

Section 10: Annual Business Meetings

Annual business meetings of the voting members of the chapter shall be held at such time and place as fixed in advance by the Administrative Council for the purpose of electing Directors and transacting any other business that may properly come before the voting members.

Written notice of each annual business meeting shall fix the time and place of the meeting and, if deemed appropriate by the Administrative Council, the purpose or purposes thereof, and shall be given to each voting member, via postal mail, electronic notice, or by posting on the chapter’s website at least 30 days before, or no longer than 60 days, such meeting. A duly executed waiver of notice may also fix the time and place of any annual business meeting of the voting members.

Section 11: Special Meetings

Special meetings of the voting members may be called by the President of the community or a majority of the Administrative Council.

Special meetings shall be called by the President or the Vice President of the community if 10 percent (10%) or more of the voting membership submit a written request for one to the Administrative Council.

Written notice of each special meeting shall be given to each voting member in the manner provided by these Bylaws.

Written notice of each special meeting shall fix the time and place of the meeting.

If deemed appropriate by the person or persons by whom or at whose request the meeting is being called, written notice shall state the purpose or purposes of the meeting.

Written notice of each special meeting shall be provided at least 30 days before such meeting.

A duly executed waiver of notice may also fix the time and place of any special meeting of the voting members.

Section 12: Quorum, Voting, and Proxies

At all meetings of the voting members, a quorum for transacting business at such a meeting shall be the lesser of:

• 10 percent (10%) of all the voting members; or
• 100 voting members.
• Each voting member shall have one vote.

The vote of a majority of the voting members, represented in person or by proxy, at any meeting at which a quorum is present shall be the act of the voting members, except as otherwise provided by these Bylaws.

Voting on all matters may be conducted by proxy. Voting members may vote by proxy executed in writing or electronically by such voting members. No proxy shall be valid after 90 from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the voting member who executed it.

If a quorum is not present at any meeting, the voting members present at such meeting may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.

Section 13: Presiding Officer and Vice President

Annual Business Meeting

The President or the Vice President of the chapter shall preside at all meetings of the voting members.

At any meeting of the voting members, if neither the President nor the Vice President preside at that meeting, the voting members present shall appoint a presiding officer for such meeting.

Designated Secretary for Business Meeting

If neither the Secretary nor the person designated by the Administrative Council to act as secretary at that meeting is not present, the voting members present shall appoint a secretary for such meeting.

Article 3: Administrative Council

Section 1: Powers and Duties

The Administrative Council of the chapter shall manage and direct the business and affairs of the community.

Section 2: Types of Directors; Election; Appointment

The Directors of the Administrative Council shall consist of:

• the Officers (as defined below) and
• the Directors (as defined below).

The Officers and Directors shall be elected by the voting members, as described in Article II of these Bylaws.

The Officers and Directors shall serve until their successors are elected or appointed.

Section 3: Vacancies

If a Director ceases to be a Director for any reason, including death, resignation, disqualification, removal for cause or without cause, or otherwise, the remaining Directors shall fill the vacancy created by the vacating Director.

Each Director appointed to fill a vacancy shall hold office for the unexpired term of such Director’s predecessor and until such Director’s successor is elected or appointed or until such Director’s earlier displacement from office by resignation, removal, or otherwise.

Section 5: Time and Place

Meetings of the Administrative Council may be held at such time and place, as shall be determined in accordance with these Bylaws.

Section 6: Regular Meetings

Regular meetings of the Administrative Council shall be held, with or without notice, at such time and place as shall from time to time be fixed in advance by resolution of the Administrative Council.

Section 7: Special Meetings

Special meetings of the Administrative Council may be called by the President of the community.

Special meetings shall be called by the President at the written request of any two (2) or more Directors.

Written notice of each special meeting of the Administrative Council shall be given to each Director in the manner provided in these Bylaws.

Written notice of each special meeting shall fix the time and place of the meeting.

If deemed appropriate by the person or persons by whom or at whose request the meeting is being called, written notice shall state the purpose or purposes of the meeting.

Written notice of each special meeting shall be provided at least 1 day before such meeting.

A duly executed waiver of notice thereof may also fix the time and place of any special meeting of the Administrative Council.

Section 8: Quorum and Voting

At all meetings of the Administrative Council, a majority of the entire Administrative Council shall be necessary and sufficient to constitute a quorum for the transaction of business.

Each director shall have one vote.

The vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Administrative Council, except as otherwise provided by statute or these Bylaws.

If a quorum shall not be present at any meeting of the Administrative Council, the Directors present may adjourn the meeting, from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.

Section 9: Participation in Meetings by Telephone

At any meeting of the Administrative Council, any one or more of the Directors may participate by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 10: Action by Unanimous Written Consent

Any action required or permitted to be taken by the Administrative Council may be taken without a meeting if all Directors consent thereto in writing and/or by electronic mail. If there is not unanimous agreement, the issue will need to be brought up during a face-to-face meeting or conference call.

For the purposes of written consent, “unanimous” means that all directors vote in favour. Abstentions shall be counted as being votes against the action.

The written consents and/or copies of the electronic mail consents to each such action shall be filed with the minutes of the proceedings of the Administrative Council.

Section 11: Compensation

Directors shall not receive any compensation for their services as Directors.

The Administrative Council may by resolution authorize reimbursement of expenses properly incurred in the performance of their duties and supported by appropriate documentation and receipts.

A Director may serve the chapter in any other capacity and receive compensation for such services. Such compensation shall be no greater than market rates. The full administrative council must be aware of any Director receiving compensation from the community for such services.

Article 4: Officers

Section 1: Definition; Appointment

The Officers of the chapter shall be 5 and they are:

• President
• Vice President
• Secretary
• Treasurer
• Past President

No person may hold more than one Office at the same time, except the offices of Secretary and Treasurer, which may be held by one person at the same time.

The President serves one term of two (2) years. After this term, the President becomes the new Past President, and the current Past President steps down.

The Vice President serves one term of two (2) years. After this term, the Vice President is expected to run for President.

After serving as Past President, a member may run for Vice President, Secretary, or Treasurer.

The Secretary serves one term of one (1) year. The Secretary may serve two (2) or more terms consecutively.

The Treasurer serves one term of one (1) year. The Treasurer may serve two (2) or more terms consecutively.

Section 2: Duties of the Officers 

The President shall:

• Call and preside at meetings of the chapter, the Administrative Council and the voting members.
• Perform such other duties as the Administrative Council may assign from time to time.

The Vice President shall:

• Assist the President as required.
• Assume the duties of the President in the temporary absence or incapacity of the President.

The Secretary shall:

• Keep minutes of all Administrative Council meetings, including those conducted by telephone.
• Keep record of unanimous electronic votes and membership meetings.
• Distribute minutes and records of votes in accordance with chapter policies and procedures.
• Perform such other duties as the President or the Administrative Council may assign.

The Treasurer shall:

• Oversee chapter finances.
• Work with chapter representatives to prepare an annual budget for approval by the Administrative Council.
• Deliver a report to the voting members on the community’s financial condition at the chapter’s annual business meeting.
• Prepare and submit any financial reports required by the Society.
• Prepare and submit any filings required by the Canada Revenue
• Perform such other duties as the President or the Administrative Council may assign.Agency.

The Past President shall:

• Perform such other duties as the President or the Administrative Council may assign.

Section 3: Resignation, Removals, and Vacancies

Any Officer may resign at any time by written notice to the chapter.  The voting members may remove any Officer for cause through a special removal vote, requiring a two-thirds vote (2/3) of the voting members casting a vote.

If the office of any Officer becomes vacant for any reason, the Administrative Council may fill the vacancy for the remainder of the vacating Officer’s term.

Section 4: Delivery of Notices

Notices to Officers and voting members shall be in writing and shall be delivered personally, by mail, or by any other method permitted by law. Notice by mail shall be deemed to be given at the time when deposited in the post office or a letter box, enclosed in a post-paid sealed envelope, and addressed to the directors and members at their respective addresses appearing on the books of the chapter, unless any such officer or member shall have filed with the chapter a written request that notices intended for such person be mailed or delivered to some other address, in which case the notice shall be mailed to or delivered at the address designated in such request.

Article 5: Miscellaneous

Section 1: Chapter Funds

Chapter funds shall be deposited with any:

• banking institution that is a member of the Canada Deposit Insurance Corporation; or
• credit union that is a member of the Deposit Insurance Corporation of Ontario.

Section 2: Cheque Payments

All cheques shall be signed by designated signing members of the Administrative Council, as established at the banking institution.

The chapter shall not obligate the Society to any financial or other commitment. The chapter shall be required to submit financial reports to the Society office at least annually according to the schedule set by the Society.

Section 3: Fiscal Year

The fiscal year of the chapter shall be the same as the fiscal year of the Society.

Section 4: Termination of Society Affiliation

Chapter funds and assets belong to the Society.

If the chapter ceases to be a chapter of the Society for any reason (including, but not limited to, termination by the Society or the chapter pursuant to merger, dissolution, or reorganization of the chapter), any remaining funds or assets of the chapter shall first be used to pay any outstanding bills and liabilities of the chapter and any remaining chapter funds or assets shall then be returned to the Society according to Society procedures.

Article 6: Amendments

Section 1: Power to Amend

The chapter may amend or repeal these Bylaws, and adopt new Bylaws.

The chapter ’s right to amend or repeal these Bylaws or adopt new Bylaws is subject to the Society’s right to review and approve any proposed amendments.  All proposed amendments to these Bylaws must first be submitted to the Society for approval prior to submission to the Administrative Council or the voting membership

Bylaws may be amended, repealed or adopted by resolution as follows:

At Administrative Council meetings, the affirmative vote of two-thirds (2/3) of the Administrative Council at a meeting at which a quorum is present.

At any annual or special meeting of the members, the affirmative vote of two-thirds (2/3) of the voting members at any annual or special meeting at which a quorum is present.

Article 7: Dissolution and Reorganization

The chapter may be terminated, dissolved, merged into another chapter, or otherwise reorganized only in accordance with the Society’s bylaws and procedures. 

All chapter funds and assets shall be returned to the Society immediately upon termination or dissolution.