Table of Contents
PREAMBLE .............................................................................................................................................. 3 By-‐law 1 GENERAL ............................................................................................................................... 3 By-‐law 2 MEMBERSHIP ....................................................................................................................... 5 By-‐law 3 – GENERAL MEETINGS ...................................................................................................... 7 Bylaw 4 – BOARD OF DIRECTORS ................................................................................................... 9 Bylaw 5 – POWERS OF DIRECTORS ............................................................................................... 12 Bylaw 6 – DIRECTORS’ MEETINGS ................................................................................................ 14 Bylaw 7 – OFFICERS ........................................................................................................................... 16 Bylaw 8 – DUTIES OF OFFICERS ..................................................................................................... 17 Bylaw 9 – COMMITTEES ................................................................................................................... 19 Bylaw 10 – EXECUTION OF DOCUMENTS .................................................................................... 20 Bylaw 11 – AUDITORS ....................................................................................................................... 21 Bylaw 12 – LIABILITY OF DIRECTORS ......................................................................................... 21 Bylaw 13 – PROTECTION OF DIRECTORS AND OFFICERS ..................................................... 21 Bylaw 14 – INDEMNITIES TO DIRECTORS AND OFFICERS .................................................... 22 Bylaw 15 – Operational Policies ................................................................................................... 23 Bylaw 16 – Issues-‐Based Policies .................................................................................................. 23 Bylaw 17 – Bylaw Amendments .................................................................................................... 23
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PREAMBLE WHEREAS on February 24, 2006 the Laurier Students’ Public Interest Research Group incorporated Laurier Public Interest Research Group; and UNDERSTANDING that the Laurier Students’ Public Interest Research Group is first and foremost a public interest research group rooted in social and environmental justice and anti-‐oppression ; BE IT ENACTED, as the By-‐Laws of the Laurier Students’ Public Interest Research Group, the following:
By-‐law 1 GENERAL 1.1: Definitions The following shall apply to all official policies and documents of the Laurier Students’ Public Interest Research Group: The “Act” shall mean the Ontario Not-‐For Profit Laurier Corporations’ Act. The “AGM” shall mean the Annual General Meeting of the Laurier Students’ Public Interest Research Group. The “Board” shall mean the Laurier Students’ Public Interest Research Group Board of Directors. “By-‐Election” shall mean any election where the Members have voting rights that is not held at the Annual General Meeting. “By-‐laws” shall mean this by-‐law and all other by-‐laws of the Laurier Students’ Public Interest Research Group as amended and which are, from time to time, in force “Committee” shall mean any committee struck by the Board or
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automatically struck as a result of these by-‐laws.
“Community Member” shall mean an individual who is not a student who has paid a community membership fee or met the criteria for being a Community Member as set by the Board of Directors. “Director” shall mean any elected or appointed director on the Board. “Member” shall mean an individual who meets the criteria as outlined in Bylaw 2. “Minutes” shall mean a record of all of the proceedings at all meetings of the Board of Directors or Committees of the Laurier Students’ Public Interest Research Group. “Officer” shall mean those positions designated as officers in bylaw xx “Quorum” shall mean the minimum number of members who must be present for business to be transacted. “Semester” shall mean the academic period as defined by the Wilfrid Laurier University Office of the Registrar. “Standing Committees” shall mean permanent committees that meet regularly. “Student” shall mean those defined as such by the bylaws of Wilfrid Laurier University 1.2: All other By-‐laws of the Laurier Students’ Public Interest Research Group are hereby repealed and replaced with this By-‐Law. 1.3 Other than as specified in By-‐Law 1, all terms contained in this by-‐law that are defined in the Ontario Not-‐for-‐Profit Corporations Act shall have the meanings given to such terms in the Act: 1.4 Words importing the singular number include the plural and vice
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versa. 1.5 Where a given number of days’ notice is required, the day of posting of the notice shall be counted in such number of days. 1.6 The invalidity or unenforceability of any provision of this By-‐law shall not affect the validity or enforceability of the remaining provisions of these By-‐laws. 1.6.1 Where any provisions of these By-‐Laws are inconsistent with the Articles of Incorporation or the Act, the Articles of Incorporation or the Act shall prevail. 1.7 The Head office of the Laurier Students’ Public Interest Research Group shall be in the City of Waterloo, in the Province of Ontario.
By-‐law 2 MEMBERSHIP 2.1 Membership in the Laurier Students’ Public Interest Research Group shall be limited to those persons have paid all applicable membership fees(article 4) 2.2 Members shall be defined in three (3) separate ways: a) A student who has paid their membership fees as set by the Board of Directors through the levy imposed by Wilfrid Laurier University. b) A “community” member who has paid a community membership fee or completed requirements as set by the Board in lieu of paying a membership fee. c) An “honorary” member will be appointed by the Board and approved at the following Annual General Meeting.
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2.3 All Members of the Laurier Students’ Public Interest Research Group shall be entitled to: a) Participate in the Annual General, General, and Special General Meetings of the Laurier Students’ Public Interest Research Group; b) Nominate or second candidates for the Board of Directors; c) Stand for election to the Board of Directors; d) Attend all meetings of the Board of Directors except those designated by the Board of Directors to be in-‐camera; and e) Participate in any events or activities sponsored by the Laurier Students’ Public Interest Research Group or its agents, subject to all statutory restrictions and other limits as are imposed by law or the Laurier Students’ Public Interest Research Group. f) Have access to the Laurier Students’ Public Interest Research Group office during work hours, subject to any limitations within the policies of the Laurier Students’ Public Interest Research Group. g) Access to the Laurier Students’ Public Interest Research Group library; h) Access to copies of the Articles and Bylaws of the Laurier Students’ Public Interest Research Group; and i) Any other rights found in the policies of the Laurier Students’ Public Interest Research Group. .
2.4 All Members of the Laurier Students’ Public Interest Research Group shall be required to pay yearly dues established pursuant to this Bylaw. 2.5 The Board of Directors may make adjustments to the yearly dues based on the annual rate of inflation as published in the Consumer Price Index (CPI) for Canada (all items) compiled by Statistics Canada effective on the 31st day of December preceding the year for which the adjustment
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is made. 2.6 Any adjustment based upon inflation shall be considered fixed and effective following a decision, reached by consensus, by the Board of Directors which need not be confirmed by a vote of the members of the Laurier Students’ Public Interest Research Group at an Annual General or other meeting.
2.7 Any changes, other than those to account for the rate of inflation, as mentioned in Bylaw 4, to the dues or fees payable to the members of the Laurier Students’ Public Interest Research Group shall be considered fixed and effective when a decision is reached, using consensus, by the Board of Directors and confirmed by a simple majority of the votes of the members at an Annual General, an other meeting of members, or some other form of member-‐wide decision making. 2.8 Student Membership in LSPIRG is terminated when a member does not pay the LSPIRG fee. 2.9 Community Membership in LSPIRG is terminated when a Community Member does not pay the LSPIRG Fee 3.0 A member’s membership may be terminated by the Board or by members at a General Meeting by a simple majority.
By-‐law 3 – GENERAL MEETINGS 3.1 The Annual General Meeting of the members of the Laurier Students’ Public Interest Research Group shall be held at such time as the Board of Directors determines, within 15 months of the previous Annual General Meeting. 3.2 Any General Meeting of the members of the Laurier Students’ Public Interest Research Group shall be held at such time as the Board of Directors determine, in the city where the head office of the Laurier
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Students’ Public Interest Research Group is situated.
3.2.1 Where student members of LSPIRG attend Wilfrid Laurier University outside of where the head office is located, reasonable accommodations will be made to provide the option for these students to participate. 3.3 At least thirty (30) days’ notice of any Annual General Meeting of the members of the Laurier Students’ Public Interest Research Group shall be given to the members of the Laurier Students’ Public Interest Research Group. 3.4: At least fifteen (15) days’ notice of any Special General Meeting of the members of the Laurier Students’ Public Interest Research Group shall be given to the members of the Laurier Students’ Public Interest Research Group. 5.5 Notice of any Special General Meeting may be called at any time by the Board, and shall contain adequate information to permit the members to understand the issues presented.
5.6 Notice of each meeting of the members shall remind members that they have the right to vote by proxy. 5.7 At every Annual General Meeting, in addition to any other business that may properly be transacted, the report of the Board of Directors, the financial statements and the report of the auditor shall be presented, elections for a new Board of Directors shall be held, and the appointment of the auditors for the ensuing year shall occur. 5.8.1 Financial statements shall be made available at least 21 days in advance of the Annual General Meeting. 5.9 Directors elected at the Annual General Meeting shall not take office until the 1st of May in the calendar year in which they are elected and shall vacate said office on the 30th day of April in the succeeding calendar
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year. 5.10: Each member present in person or by proxy at an Annual General, General or Special General Meeting shall have the right to exercise one (1) vote.
5.11: A member may, via means of a written proxy, appoint another voting member of the Laurier Students’ Public Interest Research Group to attend and act at a specific meeting of the members, in the manner and to the extent authorized by the proxy. No member may exercise more than one (1) proxy vote at any one meeting. 5.12 A simple majority of the votes cast by the members present, in person or by proxy, shall determine all questions in meetings except where the vote or consent of a greater number of members is required by the Act or These By-‐Laws. 5.12.1 No error or omission in giving notice, of any Annual General or General Meeting or any adjourned meeting, whether Annual General or General, of the members of the Laurier Students’ Public Interest Research Group, shall invalidate such meeting or any proceedings taken at the meeting. 5.13 A quorum for the transaction of business at an Annual General, General or Special General Meeting of the Laurier Students’ Public Interest Research Group shall be 25 members of the Laurier Students’ Public Interest Research Group. 5.14 An Annual General Meeting, Special General Meeting or General Meeting shall be chaired by the Chair or their Designate.
Bylaw 4 – BOARD OF DIRECTORS 4.1: The Board of Directors shall be comprised of fourteen (14) Directors elected by the members:
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• 6 Directors who are “student” members • 3 Directors who are “community” members • 1 Constituency Director appointed by the Muslim Students’ Association • 1 Constituency Director appointed by the Association of Black Students • 1 Constituency Director appointed by the Centre for Women and Trans People • 1 Constituency Director appointed by the Rainbow Centre • 1 Constituency Director appointed by the Aboriginal Students’ Association
4.4: The Board of Directors shall manage the business and affairs of the Laurier Students’ Public Interest Research Group in all things. 4.4: All Directors must be individuals, at least 18 years of age 4.4.1 All Directors must be approved at the Annual General Meeting 4.4.2 All Directors must adhere to the Mission, Vision and Values of LSPIRG 4.5: There shall be a Chair of the Board of Directors. 4.6: The members of the Laurier Students’ Public Interest Research Group may remove a Director prior to the expiration of his or her term of office via a resolution passed by a simple majority of votes of the members of the Laurier Students’ Public Interest Research Group at any General or Special General Meeting. 4.7: The members of the Laurier Students’ Public Interest Research Group may, by a simple majority of votes, elect any other member of the Laurier Students’ Public Interest Research Group in the place of the Director who
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has been removed for the remainder of the removed Director’s term. 4.8: A Director shall be automatically removed: a) If a Director has resigned their office to the Chair of the Board of Directors; b) If they are found by a competent authority to be incapable of fulfilling their duties as a Director; c) If they are convicted of a indictable criminal offence in a court of law; d) Upon death; e) Upon becoming bankrupt. f) If they are found to not be adhering to the Mission, Vision and Values of LSPIRG. g) For any other reason under the Act 4.09: A Director is considered to have resigned if they are absent for three (3) consecutive meetings, pending a final decision by the Board of Directors. 4.10: Vacancies on the Board of Directors occurring at any time during their term office: a) Need not be filled should the Board of Directors, following a decision reached by consensus, see fit to leave the position(s) vacant; b) Should the Board of Directors deem it necessary to fill a vacant position(s), the Board of Directors may appoint Directors of the Board, as long as the number of appointed directors does not exceed one third of the directors already elected at the Annual General Meeting. c) Should vacancies on the Board of Directors result in an inability to attain a quorum at meetings of the Board of Directors, the remaining Directors shall, forthwith, call a General Meeting of the
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members of the Laurier Students’ Public Interest Research Group to fill all vacancies; d) Any Director elected or appointed due to a vacancy shall hold office for the reminder of the term of office of the Director whose Directorship was vacant, to a maximum of one year; e) Directors shall serve without remuneration.
Bylaw 5 – POWERS OF DIRECTORS 5.1: The Board of Directors administers the affairs of the Laurier Students’ Public Interest Research Group in all things and may make or cause to be made for the Laurier Students’ Public Interest Research Group, in its name, any kind of contract which the Laurier Students’ Public Interest Research Group 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 the Laurier Students’ Public Interest Research Group is by its charter or otherwise authorized to exercise and do. 5.2: The Board of 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 the Laurier Students’ Public Interest Research Group in accordance with such terms as the Board of Directors may prescribe. 5.3: The Board of Directors is hereby authorized, from time to time: a) To borrow money upon the credit of the Laurier Students’ Public Interest Research Group, from any bank, trust company or credit union, 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;
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c) To issue or cause to be issued bonds, debentures or other securities of the Laurier Students’ Public Interest Research Group 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 the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Laurier Students’ Public Interest Research Group, and the undertaking and rights of the Laurier Students’ Public Interest Research Group. 5.4: The Board of Directors may take such steps as it may deem requisite to enable the Laurier Students’ Public Interest Research Group 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 the Laurier Students’ Public Interest Research Group. 5.5: 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. 5.6: The Board of Directors shall fix remuneration for Officers, agents and employees and committee members. 5.7: Should any of the officers of the Laurier Students’ Public Interest Research Group be unable to perform their duties, the Board of Directors shall appoint an interim successor. 5.8: The Board of Directors may not act in any way, or pass any motion, regardless of consensus, that is contrary to the By-‐Laws of the Laurier Students’ Public Interest Research Group or seek to suspend the By-‐Laws
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of the Laurier Students’ Public Interest Research Group, and any such action or motion shall be considered invalid and unenforceable.
Bylaw 6 – DIRECTORS’ MEETINGS 6.1: Members of the Laurier Students’ Public Interest Research Group shall be allowed to attend all meetings of the Board of Directors except those meetings, or portions thereof, as are designated by the Board of Directors to be in-‐camera in accordance with Bylaw 3; 6.2: Members of the Laurier Students’ Public Interest Research Group who are not Directors may be heard at meetings of the Board of Directors if recognized by the Chair of the Board or if another Director asks the Chair of the Board that they be heard; 6.3: If, at any meeting of the Board of Directors matters of a confidential or personal nature are being discussed, the Board of Directors, following a decision reached by consensus, may go in-‐camera. The following rules shall apply to all in-‐camera sessions: a) A decision to move in-‐camera must be reached by consensus by the Directors present; b) If a person who is not a Director or an ex-‐officio member of the Board of Directors, wishes to be allowed to be present at an in-‐ camera session, the Board of Directors must reach a decision by consensus; 6.4: 50% of Directors shall constitute a quorum for meetings of the Board of Directors; 6.5: Meetings of the Board of Directors may be held at any time in the city where the head office of the Laurier Students’ Public Interest Research Group is situated, provided that notice of said meeting is given to each Director at least seven (7) days in advance;
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6.6: No formal notice of meetings need be given to Directors should the meeting time and place be set at a prior meeting of the Board;
6.7: Meetings of the Board of Directors may be called by the Chair of the Board, or by requisition signed by at least two (2) Directors and delivered to the Chair of the Board; 6.8: Agendas for meetings of the Board of Directors must be posted outside the head of office of the Laurier Students’ Public Interest Research Group, and other places as designated by the Board of Directors, at least twenty-‐four (24) hours in advance; 6.9: A meeting of the Board of Directors may take place, without notice, immediately following the Annual General Meeting of the Laurier Students’ Public Interest Research Group; 6.10: The Board of Directors shall meet at least three times during their Term in Office; 6.11: No accidental error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the Laurier Students’ Public Interest Research Group 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;
6.12: Each Director, including the Chair, shall be entitled to participate in the consensus process, and have equal consideration of their voice in this process; 6.13: In the absence of the Chair, his or her duties shall be performed by the Vice-‐Chair or by another Director, following a decision, reached by consensus, by the Board;
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6.14: The Chair of the Board shall conduct the proceedings in accordance with the By-‐Laws and supplementary policies of the Laurier Students’ Public Interest Research Group and in general accordance with the consensus decision making process;
6.15: Minutes of meetings of the Board of Directors shall be easily accessible via electronic means and shall be kept in the LSPIRG office available for review by any director of the Board. 6.16: An emergency meeting of the Board of Directors may be called when it is deemed necessary by the Chair of the Board, or by two (2) Directors instructing the Chair, in writing, to do so. The Chair of the Board shall notify all Directors, by the most expedient means available, a minimum of six (6) hours in advance of the meeting; 6.17: Members of the Board shall be entitled to attend meetings by phone or videoconferencing; 6.18: If a meeting in person is not possible a meeting may be conducted by electronic methods;
Bylaw 7 – OFFICERS 7.1: The Officers of the Laurier Students’ Public Interest Research Group shall be the President, Vice-‐Chair, Treasurer, and Secretary. 7.2: The President, Vice-‐Chair, Treasurer and Secretary must be members of the Laurier Students’ Public Interest Research Group upon time of their election or being hired. The President, Vice-‐Chair, Treasurer, and Secretary must be members of the Laurier Students’ Public Interest Research Group during their term of office; 7.3: Following the Annual General Meeting the Board of Directors shall elect from its members a President, Vice-‐Chair, Treasurer, Secretary, Human Resources Officer, and Transparency Director;
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Bylaw 8 – DUTIES OF OFFICERS
8.1: The President, as Chief Executive Officer of the Laurier Students’ Public Interest Research Group, shall: a) Be responsible for ascertaining that a quorum is present to begin a meeting; b) Be an Officer of the Laurier Students’ Public Interest Research Group; c) Be a Member of the Laurier Students’ Public Interest Research Group; d) Be elected among the members of the Board of Directors by the Board of Directors at the first meeting of the Board; e) Not hold office until the 1st of May following their election and shall vacate said office on the 30th day of April in the succeeding calendar year; f) Be subject to removal, with just cause, by a decision, reached by consensus, by the Board of Directors at any time; g) Be responsible for facilitating the consensus decision making process; h) Be responsible for carrying out any applicable direction from the Board of Directors; i) Be responsible for reporting any points of significant interest to the Board of Directors; j) Serve as Chair of any Board meeting, Annual General, Special General, or General Meeting of the members of the Laurier Students’ Public Interest Research Group; k) Delegate their duties to another member of the Board of Directors if neither themself or the Vice-‐ Chair can perform the duties of Chair.
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8.2: The Vice-‐Chair of the Board of Directors, shall:
a) Be responsible for exercising the powers of the President should the President be unable to fulfil his or her duties, for whatever reason; b) Be an Officer of the Laurier Students’ Public Interest Research Group; c) Be a Member of the Laurier Students’ Public Interest Research Group; d) Be elected among the members of the Board of Directors by the Board of Directors at the first meeting of the Board; e) Not hold office until the 1st of May following their election and shall vacate said office on the 30th day of April in the succeeding calendar year; f) Be subject to removal, with just cause, by a decision, reached by consensus, by the Board of Directors at any time; g) Be responsible for any other duties as assigned by the Board of Directors. 8.3: The Secretary shall: a) Be an Officer of the Laurier Students’ Public Interest Research Group; b) Be a Member of the Laurier Students’ Public Interest Research Group; c) Be elected by the members of the Board of Directors at the first meeting of the Board; d) Not hold office until the 1st of May following their election and shall vacate said office on the 30th day of April in the succeeding calendar year; e) Be subject to removal, with just cause, by a decision, reached by consensus, by the Board of Directors at any time; f) Enter or cause to be entered in records the minutes of all proceedings at meetings of the Board and members whether or not
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they attend such meetings; g) Give or cause to be given, as and when instructed, all notices to members, directors, officers and auditors; h) Be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Laurier Students’ Public Interest Research Group and of all books, records and instruments belonging to the Laurier Students’ Public Interest Research Group, except when some other officer or agent has been appointed for that purpose; i) Have such other powers and duties as otherwise may be specified.
8.4: The Treasurer shall: a) Be an Officer of the Laurier Students’ Public Interest Research Group; b) Be a Member of the Laurier Students’ Public Interest Research Group; c) Be elected by the members of the Board of Directors at the first meeting of the Board; d) Not hold office until the 1st of May following their election and shall vacate said office on the 30th day of April in the succeeding calendar year; e) Be subject to removal, with just cause, by a decision, reached by consensus, by the Board of Directors at any time.
Bylaw 9 – COMMITTEES 9.1: The Board of Directors may, from time to time, create standing committees and/or ad-‐hoc committees as required.
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9.2: Standing Committees of the Board are: a) b) c) d)
Governance Committee, HR Committee, Finance Committee, Campaigns & Research Committee
Bylaw 10 – EXECUTION OF DOCUMENTS 10.1. All contracts, documents and instruments in writing shall be binding upon the Laurier Students’ Public Interest Research Group following the approval of the Board of Directors. 10.2: The Chair must sign all contracts, and documents of the Laurier Students’ Public Interest Research Group, notwithstanding Section 3 and 4: 10.3: Notwithstanding any provisions to the contrary contained in the By-‐Laws of the Laurier Students’ Public Interest Research Group, the Board of Directors may at any time, by consensus, direct the manner in which, and the person or persons by whom, any particular instrument, contract, or obligations of the Laurier Students’ Public Interest Research Group may or shall be executed. 10.4: No contracts or agreements having legal or financial implications of a dollar amount over the limit which may be determined from time to time, by the Board of Directors may be undertaken by the Laurier Students’ Public Interest Research Group through its Officers or agents without being in writing and proper legal form specifically approved by the Board of Directors.
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Bylaw 11 – AUDITORS 11.1: The members of the Laurier Students’ Public Interest Research Group shall, at each Annual General Meeting, appoint an auditor to audit the accounts and annual financial statements of the Laurier Students’ Public Interest Research Group for report to the members at the next Annual General Meeting. 11.2: The auditor shall hold office from the time of their appointment until the next Annual General Meeting or until a successor is appointed. 11.3: The Board of Directors shall fix the remuneration of the auditor.
Bylaw 12 – LIABILITY OF DIRECTORS 12.1: Every Director of the Laurier Students’ Public Interest Research Group when exercising the powers and discharging the duties of a Director must: a) Honestly, in good faith, and in the best interest of the Laurier Students’ Public Interest Research Group; b) Carry out the duties as would a reasonable person in the circumstances; and c) Comply with the Laurier Students’ Public Interest Research Group Act, its regulations, any amendments to the Act or its regulations, all other applicable laws, the Letters Patent, and the By-‐Laws of the Laurier Students’ Public Interest Research Group.
Bylaw 13 – PROTECTION OF DIRECTORS AND OFFICERS 13.1: Except as otherwise provided in the Laurier Students’ Public Interest Research Groups Act, no Director or Officer of the Laurier Students’ Public Interest Research Group shall be liable for the acts, receipts, omissions or defaults of any other Director or Officer or employee or for any loss, damage or expense happening to the Laurier Students’ Public Interest Research Group through the insufficiency or
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deficiency of title to any property acquired by the Laurier Students’ Public Interest Research Group or for or on behalf of the Laurier Students’ Public Interest Research Group or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Laurier Students’ Public Interest Research Group shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person including any person with whom any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Laurier Students’ Public Interest Research Group or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Director’s or Officer’s respective office or trust or in relation thereto unless the same shall happen by or through the Director’s or Officer’s own willful neglect or default.
Bylaw 14 – INDEMNITIES TO DIRECTORS AND OFFICERS 14.1: Every Director or Officer of the Laurier Students’ Public Interest Research Group or other person who has undertaken or is about to undertake any liability on behalf of the Laurier Students’ Public Interest Research Group 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 the Laurier Students’ Public Interest Research Group from and against: 14.2: The Laurier Students’ Public Interest Research Group shall indemnify any person in such other circumstance as the Laurier Students’ Public Interest Research Groups Act or law permit or require. Nothing in this By-‐Law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provision of this By-‐Law to the extent permitted by the Laurier Students’ Public Interest Research Groups Act or Law.
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Bylaw 15 – Operational Policies
15.1: The Board of Directors may prescribe supplementary policies, not inconsistent with these By-‐ Laws, relating to the management and operation of the Laurier Students’ Public Interest Research Group, as they deem expedient. 15.2: Supplementary policies, not inconsistent with these By-‐Laws, relating to the management and operation of the Laurier Students’ Public Interest Research Group, shall be binding upon the Laurier Students’ Public Interest Research Group.
Bylaw 16 – Issues-‐Based Policies 16.1: The Board of Directors may adopt policies based on issues that affect members. These policies may have a scope that is local, national, international, or social.
Bylaw 17 – Bylaw Amendments 17.1: Amendments to the Bylaws must be approved by a 2/3 majority by the Board of Directors. 17.2: Upon approval of the proposed amendment by the Board, the amendments must be approved at the next meeting of the Members, by a simple majority.
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