Réseau des lesbiennes du Québec (RLQ) - Quebec Lesbian Network (QLN) Adopted at a Special General Meeting | June 21, 2016 General Bylaws | June 21, 2016 Quebec Lesbian Network (QLN)

STATEMENT OF PRINCIPLES AND VALUES

1. We are enriched by solidarity and diversity. We promote respect for our diversities. We seek to bring together and represent lesbians of various backgrounds, including: age, social class, different ethnic origins, cultural and linguistic communities, religion, physical or intellectual ability. We want to welcome lesbians of various political leanings, religious beliefs and lifestyles. However, we are opposed to discriminatory beliefs or behaviors such as lesbophobic, homophobic, transphobic, racist, classist, ableist, sexist, violent or hateful.

 

 2. The RLQ/QLN is committed to:

 - Being accessible to all members;

 - Work for social and economic justice as these issues impact the lives of lesbians;

 - Supporting women in the process of coming out as lesbians.

3. For the RLQ/QLN, the word lesbian is a generic term that includes any other term by which lesbians identify themselves.

 4. The RLQ/QLN, in its operations, is committed to stimulating research and reflection on the diversity of our realities and on organizational practices that promote openness and respect for diversity.

 5. The RLQ/QLN is committed to promoting, defending and being a voice for the rights and interests of lesbians in their diversity. The actions of the RLQ/QLN must be the result of a democratic and inclusive mode of operation. We encourage the concertation of several lesbian ideological tendencies. On the other hand, the RLQ/QLN is committed to remaining independent of traditional and established political movements.

 6. In a proactive perspective, our actions and positions, in addition to denouncing if necessary, must bring solutions.

 7. The RLQ/QLN intends to take a stand on issues specifically affecting lesbians by respecting a democratic decision-making process. The RLQ/QLN also intends to speak out on issues related to the reality of lesbians when they are deemed relevant (e.g. women's rights, rights in the LGBTQA+ communities). Within its means and in accordance with its priorities, the RLQ/QLN can provide support and energy to individuals who request it.

DECISION-MAKING PROCESS AND MEMBER CONSULTATION MECHANISM

8. To ensure both the valuing and mobilization of each individual and the cohesion of the group, the RLQ/QLN :

 Is committed to ensuring a democratic and inclusive process in all decision-making bodies. At the Board of Directors, the decision-making process will be as close to consensus as possible. At the General Assembly, decisions will be made by a simple majority vote (50%+1) unless otherwise stipulated in the Act or these bylaws.

 9. The RLQ/QLN must develop a structure that strongly encourages consultation and participation of all its members, at all levels, regardless of their place of residence. The RLQ/QLN is committed to keeping all its members informed in a transparent and comprehensive manner.

 10. The RLQ/QLN must encourage debate and open-mindedness during discussions. The RLQ/QLN welcomes and encourages ideas and initiatives from its members.

GENERAL PROVISIONS

11. CORPORATE NAME

 11.1. The name of the corporation whose by-laws are hereinafter set out is the Quebec Lesbian Network (QLN). The acronyms RLQ/QLN, RLQ or QLN may be used as a shorthand.

 11.2. In the following bylaws, the word "organization" means the Quebec Lesbian Network/Réseau des lesbians du Québec corporation.

 

12. CONSTITUTION

12.1. The Quebec Lesbian Network / Réseau des lesbiennes du Québec is incorporated since September 27, 1996 by letters patent and governed by Part III of the Quebec Companies Act (R.S.Q., c. C38). The organization is registered with the Registraire des entreprises du Québec under number 1146180881.

 

13. TERRITORY AND HEAD OFFICE

 13.1. The organization operates within the territory of the province of Quebec and has members residing in Quebec. The Board of Directors may, however, admit members living outside Quebec and may affiliate with organizations located outside Quebec, or make agreements with organizations outside Quebec, insofar as these organizations pursue the same goals and objectives.

 13.2. The head office of the organization shall be located at the place provided for in the constitution of the organization and at the address determined by the Board of Directors or at any other address designated in accordance with the Act.

 

14. SEAL

The seal of the corporation, in such form as the board of directors, may determine, may be used only with the consent of the president or secretary.

 

15. PURPOSE

 In accordance with its letters patent, the purposes of the organization are as follows: 15.1. To promote and defend the rights and interests of lesbians.

 15.2. To encourage the regrouping in association of any woman, whether or not she identifies herself as a lesbian, or group of women who are interested in the cause of lesbians in the province of Quebec.

 15.3. To develop solidarity and break the isolation between lesbians of various profiles.

 15.4. To provide a referral service to lesbians and anyone interested.

 15.5. To educate lesbians about their own history and to inform the general public about lesbian culture and reality.

 15.6. To analyze, plan and carry out actions to ensure a positive lesbian image and to promote the visibility and integration of lesbians in society.

 15.7. To write, edit and publish any training, communication or promotional document relevant to the objectives and actions of the association.

 15.8. To work in concert with existing networks, mixed or of women.

 15.9. To raise money, funds or other assets by public or private subscription, by means of grants, community activities or in any other way, including the solicitation, receipt, acceptance of gifts, bequests, grants or other contributions or benefits, for the above mentioned purposes.

MEMBERS

16. CATEGORIES

 The organization shall have two (2) categories of members: individual members and associate members.

 16.1. INDIVIDUAL MEMBERS

 16.1.1. DEFINITION

 Any lesbian* (A woman identifying herself as such or as belonging to the LBTQA+ community) or woman who adheres to the Declaration of Principles and Values and the objectives of the organization may become an individual member of the RLQ/QLN. They can sit on all committees as needed.

 16.1.2. MEMBERSHIP PROCESS

 An individual member applies for membership in writing by completing a written or electronic application form and paying the membership fee.

 16.1.3. OBLIGATIONS OF INDIVIDUAL MEMBERS

 Individual members shall be responsible for the administration of the organization and shall agree to abide by the purposes and regulations of the organization and to pay the membership fee within the time limits set forth in the regulations.

 16.1.4. RIGHTS OF INDIVIDUAL MEMBERS They have the right to speak and vote at general meetings, have the right to participate in all activities of the organization and receive all publications of the RLQ/QLN.

16.2. ASSOCIATE MEMBERS

 16.2.1. DEFINITION

 Any association, group or union may become an associate member if it adheres to the Declaration of Principles and Values and the objectives of the organization. They may serve on all committees as required.

 16.2.2. MEMBERSHIP PROCESS

 Application for associate membership shall be made in writing by completing a written or electronic membership application and paying the membership fee.

 16.2.3. OBLIGATIONS OF ASSOCIATE MEMBERS

 Associate members shall comply with the Statement of Principles and Values and the bylaws of the organization and shall pay the membership fee within the time period specified in the bylaws.

 16.2.4. RIGHTS OF ASSOCIATE MEMBERS

 They have the right to speak and vote at general meetings, have the right to participate in all activities of the organization and receive all RLQ/QLN publications. They can sit on all committees as needed.

 16.2.5. AUTONOMY

 The associative members of the Quebec Lesbian Network / Réseau des lesbiennes du Québec retain their full autonomy and identity.

 16.2.6. NON-ADMISSIBILITY

 Government departments and agencies and partisan political groups are not eligible for membership in the organization.

17. COMMITMENT OF MEMBERS

No member may speak or act on behalf of the Quebec Lesbian Network / Réseau des lesbiennes du Québec without prior authorization of the Board of Directors.

18. MEMBERSHIP FEES AND ANNUAL DUES

 The Board of Directors shall determine the membership fee and the amount of the annual dues of the members of the organization as well as the time, place and manner of payment thereof. The membership fee and the amount of dues shall be ratified by the annual meeting of members. If required, a notice of dues shall be sent at least 15 days prior to the annual meeting of the members of the organization.

19. MEMBERSHIP CARD

 The Board of Directors shall issue numbered membership cards.

 20. RESIGNATION

Any member may withdraw as such at any time by giving notice of withdrawal or resignation, preferably in writing, to the Secretary of the organization. Such withdrawal or resignation shall be effective on the date of receipt of such notice or on the date specified in such notice. No request for a refund of the membership fee and annual dues shall be accepted.

21. TERMINATION

  21.1 The Board of Directors may, by resolution, expel any member who fails to pay the required dues. It may also, by resolution, suspend or expel for such a period as it may determine or permanently expel any member who refuses or fails to comply with the provisions of these by-laws, who acts contrary to the interests of the organization or whose conduct is deemed detrimental to the organization. Prejudicial conduct includes:

 - Having been charged with or convicted of a criminal code offense;

 - Repeatedly and untimely criticizing the organization or any of its directors;

 - making false and misleading accusations against the organization

 - violating the laws relating to corporations or failing in her duties as a director.

 21.2 The Board of Directors is authorized to adopt and follow such procedures in this matter as it may determine, provided that the member concerned is informed of the exact nature of the act or omission alleged against her, is given an opportunity to be heard on the matter, and that the decision concerning her is made impartially. The decision of the Board of Directors in this regard shall be final and conclusive.

 

MEETING OF MEMBERS

22. ANNUAL MEETING

22.1. The annual meeting of the members of the organization shall be held on such date as the Board of Directors shall determine each year. Such date shall be within one hundred and twenty (120) days after the end of the fiscal year of the organization. The annual meeting shall be held at the head office of the organization or at such other place as the board of directors may determine.

 22.2. Any annual meeting may also constitute a special meeting for the purpose of considering and transacting any business that may come before a special meeting of the members.

23. SPECIAL MEETINGS

  23.1 Meetings of members shall be held at such a place as may be determined by the Board of Directors or by the person or persons calling such meetings. It shall be the duty of the President or the Board of Directors to call such meetings when deemed advisable for the proper administration of the affairs of the organization.

 23.2 The Board shall call such a special meeting of members within twenty-one (21) calendar days of receipt of a written request for such meeting specifying the purpose and objectives of such meeting and signed by at least one-tenth of the active members. If the board of directors fails to call such a meeting within the time stipulated, it may be called by the signatories of the written request.

24. NOTICE OF MEETING

24.1. Notice of any annual meeting of members shall be given to all active members of the organization. Such notice may be given by mail, facsimile, electronic mail or other written communication, electronic or otherwise, to the last known postal, e-mail or other address of the Director. Unless otherwise specified, the notice period shall be at least thirty (30) calendar days prior to the meeting.

 24.2. Notice of a special meeting shall be given at least forty-eight (48) hours in advance and shall state, in addition to the date, time and place of the meeting, the business to be transacted at the meeting and only such business may be transacted.

25. AGENDA

25.1. The agenda for the annual meeting shall contain at least the following items:

 - reading and adoption of the agenda

 - reading and approval of the minutes of the last meeting

 - presentation of activity and financial reports;

 - the appointment of an auditor;

 - ratification of new or amended by-laws adopted by the Board of Directors since the last general meeting

 - the election or re-election of the directors of the organization;

 - presentation and discussion of the orientations for the coming year;

 - adjournment of the meeting.

 25.2. The agenda of any meeting of members, whether annual or special, shall include at least the items mentioned in the notice of the meeting.

26. QUORUM

The members present at the opening shall constitute a quorum for any meeting of members.

27. ADJOURNMENT

 If at least two members are present, a meeting of members may be adjourned at any time by a simple majority vote (50% + 1) to that effect, and such meeting may be held as adjourned without the necessity of reconvening it. At the resumption of the adjourned meeting, any business that might have been transacted at the meeting at which the adjournment was voted may be validly transacted.

28. CHAIRPERSON AND SECRETARY OF THE MEETING

Generally, the President or any other officer of the organization shall preside at the annual and special meetings. However, it is possible for the members present to designate among themselves a chairperson of the meeting. The secretary of the organization or any other person appointed for that purpose by the board of directors or elected by the members present may act as secretary of meetings of members.

29. VOTE

29.1. At a meeting of members, the active members in good standing present, including the chairperson, shall be entitled to one vote each.

 - Voting by proxy is not permitted;

 - unless otherwise provided in the Act or these by-laws, all questions at a meeting of members shall be decided by a simple majority (50% + 1) of the votes validly cast

 - voting shall be by a show of hands unless three (3) members present request a secret ballot except for elections to the Board of Directors which shall be by secret ballot.

 29.2 Any new member is entitled to vote if she has joined the organization at least ten (10) calendar days before the general meeting.

 29.3. Where the chairperson of the meeting declares that a resolution has been carried unanimously, by a specified majority or defeated, and an entry to that effect is made in the minutes of the meeting, this shall be sufficient evidence of the passage or defeat of such resolution without proof of the number or proportion of the votes cast.

 30. RIGHT TO SPEAK

 Only members in good standing and new members for at least ten (10) calendar days prior to the general meeting shall have the right to speak at the meetings

BOARD OF DIRECTORS

31. FUNCTIONS OF THE BOARD OF DIRECTORS

 The Board of Directors is elected to administer all the day-to-day affairs of the organization.

 31.1 The Board of Directors shall have an internal structure by appointing from among the elected directors a President, a Vice-President, a Secretary and a Treasurer, as well as Directors, as the case may be.

 31.2. 31.2 The Board of Directors shall perform all acts necessary to achieve the purposes of the organization in accordance with the law, the Statement of Principles and Values and the by-laws, and shall adopt new or amended by-laws, as necessary, and pass such resolutions as may be necessary to achieve the purposes of the organization.

 31.3 It shall develop and decide on policy positions consistent with the Statement of Principles and Values and its Bylaws between general meetings.

 31.4 It administers and directs the affairs of the Quebec Lesbian Network / Réseau des lesbiennes du Québec in accordance with the Declaration of Principles and Values and its by-laws.

 31.5 It shall ensure the follow-up of decisions and resolutions adopted at general meetings.

 31.6 It shall establish committees, appoint members to serve on them, approve their work plans and dispose of their recommendations.

 31.7 The Board of Directors shall delegate to the Executive Director the management of routine business between meetings of the Board of Directors.

 31.8. The Board of Directors shall make decisions regarding the hiring of employees, including the Executive Director, purchases and expenditures that it may authorize, and contracts and obligations that it may enter into. An annual budget shall be presented to the annual meeting of members.

 31.9. Without derogating in any way from the foregoing, the Board of Directors is expressly authorized at any time to purchase, lease or otherwise acquire, sell, exchange or otherwise dispose of any real, personal or mixed movable and immovable property, together with any right or interest therein, for such price and on such terms and conditions as it may deem just.

32. COMPOSITION OF THE BOARD OF DIRECTORS

  The affairs of the Quebec Lesbian Network / Réseau des lesbiennes du Québec shall be administered collectively by a Board of Directors consisting of a minimum of three (3) members and a maximum of nine (9) members.

33. ELIGIBILITY

 Any member in good standing for three (3) months may be elected to the Board of Directors. Outgoing directors are eligible for re-election. Employees of the organization shall not be eligible to serve as directors.

34. REPRESENTATION OF THE BOARD OF DIRECTORS

  34.1. The composition of the Board of Directors shall, as far as possible, reflect the diversity of the membership of the organization.

 34.2. In order to promote diversity within the organization, four (4) positions shall be reserved for one member:

 

 - From a region other than Montreal;

 - Anglophone;

 - From cultural communities;

 - Having a functional limitation.

35. ELECTION

Directors shall be elected annually by the active members and new members for at least ten (10) days at the annual meeting and according to the election procedure described below.

36. ELECTION PROCEDURE

36.1. President and Secretary

 The meeting shall appoint or elect an election chairperson, an election secretary and one or more scrutineers.

 36.2. Nomination of candidates

 Any member of the Corporation present at the meeting may nominate any other member also present. Each nomination shall be made on a simple motion.

 The election chairperson shall receive the nominations one by one, together with their nominations, and the election secretary shall record them.

 Upon completion of the nominations, the Chairperson shall verify the consent of the nominees in the reverse order of their nomination.

 36.3. Election Procedure

 36.3.1. In the event that there are no more candidates than the number of directors to be elected, the election shall be by acclamation.

 36.3.2. In the event that there are more candidates than the number of directors to be elected, the election shall be by secret ballot. The members entitled to vote shall write the names of the candidates of their choice on the same ballot. The candidates receiving the greatest number of votes shall be elected.

 37. TERM OF OFFICE AND RESPONSIBILITY

37.1 Each Director shall take office at the close of the meeting at which she is appointed or elected. The term of office shall be two (2) years, with the possibility of renewal, but fifty (50) percent of the positions shall expire each year.

 37.2 Each elected director shall undertake to take responsibility for a committee or project for the duration of her term of office except upon exceptional approval of the Board of Directors.

38. VACATION

38.1. A position may become vacant for the following reasons:

 - Resignation;

 - Unexcused absence from the Board on three (3) consecutive occasions;

 - Illness;

 - Ceasing to be a member of the Board of Directors in accordance with article 40.1 hereof;

 - Failure to fill a reserved position during an election;

 - Failure to fulfill the undertaking set out in Section 37.2.

 38.2. In the event of an election to the board of directors at a general meeting, if a reserved seat is not filled, it shall remain vacant until the appointment or election of a member who meets the qualifications of that seat.

 38.3. When a vacancy occurs on the Board of Directors, it shall be at the discretion of the Directors remaining in office to fill the vacancy by appointing a person who meets the criteria set out in the by-laws, but the replacement shall hold office only until the next annual meeting. In the meantime, they may validly continue to serve as long as a quorum remains. If a quorum no longer exists, due to vacancies or withdrawals, a member of the Board of Directors, or, failing that, a member, may exceptionally call a special meeting of the members for the purpose of conducting elections.

39. ABSENCE AND RESIGNATION

39.1. A director may resign at any time by giving written notice of resignation to the President, the Executive Director, the Secretary, or at a meeting of the Board of Directors.

 39.2. After two consecutive absences, the absent member shall be contacted as to her intentions and informed of the procedures in these bylaws regarding absences.

 39.3. In the interest of the organization, a director who is absent from more than three (3) consecutive meetings shall be considered to have resigned her position.

 39.4 Any director shall also cease to be a member of the Board of Directors and to hold office if she :

 - ceases to have the required qualifications

 - dies, becomes insolvent or incapacitated

 - is removed from office in accordance with this by-law.

40. REMOVAL, SUSPENSION, EXPULSION

40.1. Any Director may be suspended at any time, for acts contrary to the aims and objectives, by-laws and priorities of the organization, upon resolution passed by two-thirds (2/3) of the Directors present at a meeting of the Board of Directors. She must be notified in writing of the meeting where her suspension will be discussed at least seven (7) days prior to the meeting. She shall be notified of the decision within seven (7) days of the meeting.

 40.2. She may appeal this decision at the next general meeting.

41. REMUNERATION

 The members of the Board of Directors are not remunerated for their role within the organization. However, the Board of Directors may pass a resolution to reimburse directors for expenses incurred in the performance of their duties.

42. INDEMNIFICATION

 Every director, officer or agent of the organization (or his or her heirs and assigns) shall be indemnified and saved harmless out of the funds of the organization from and against

 - all costs, charges and expenses whatsoever which such director sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against her, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by her in or about the execution of the duties of her office, and

 - for all costs, charges and expenses which it sustains or incurs in or about or in relation to the affairs of the organization, except such costs, charges and expenses as are occasioned by its own willful neglect or default.

 For the purpose of paying such sums, the organization shall maintain insurance for the benefit of its directors.

43. CONFLICT OF INTEREST

 Any director who, in her personal capacity, has a direct or indirect interest in any contract with the organization or in any decision, shall disclose her interest to the board of directors and, if present when the board makes a decision on the contract or decision, shall withdraw from the deliberations and not vote on the contract or decision. The conflict of interest shall be recorded in the minutes of the meeting.

MEETINGS OF THE BOARD OF DIRECTORS

44. FREQUENCY

The Board of Directors shall meet in person or by electronic means as often as necessary. It shall hold a minimum of four (4) meetings per year.

45. REMOTE PARTICIPATION

 If all directors consent, they may participate in a meeting of the Board of Directors by means that permit all participants to communicate with each other, such as telephone, e-mail, teleconference, conference call, facsimile, or Internet chat. They shall then be deemed to have attended the meeting.

46. NOTICE OF MEETING

 Notice of a meeting of the Board of Directors may be given in writing or verbally. Such notice may also be given by facsimile or by electronic mail to the last known address of the Director. Except in exceptional circumstances, the notice period shall be at least ten (10) calendar days prior to the meeting. Any verbal or telephone notice must be followed by a written waiver. If all the directors of the board are present, they may, if they agree, declare that a formal meeting shall be held and notice of such meeting shall not be necessary, the members all signing a waiver to that effect in order to avoid any doubt as to the validity of such meeting. The meeting of the Board of Directors held immediately after the annual meeting of members may be held without notice. Attendance of a director at a meeting shall constitute notice to that director.

47. QUORUM

 A quorum for the transaction of business at meetings of the Board of Directors shall be fifty (50) percent of the directors plus one (1). A quorum shall be maintained for the duration of the meeting.

48. CHAIRPERSON AND SECRETARY OF THE MEETING

 Meetings of the Board of Directors shall be chaired by the President of the organization. The secretary of the organization shall act as secretary of the meetings. In their absence, the directors shall choose a chairperson and a secretary from among themselves or may mandate the Executive Director to do so.

49. PROCEDURE

 The chairperson of the meeting shall see to the proper conduct of the meeting and, in general, shall conduct the proceedings in all respects. She shall submit to the Board of Directors proposals on which a vote is to be taken. The agenda of any meeting of the Board of Directors shall be presumed to include a period of time during which the Directors may submit their proposals. If the chairperson of such a meeting does not perform her duties faithfully, another director may take over.

50. VOTE

 Each director is entitled to one vote and all questions must be decided by a simple majority (50%+1). Voting shall be by a show of hands, unless the chairperson of the meeting or a Director requests a poll, in which case the vote shall be taken by ballot. If the vote is taken by ballot, the secretary of the meeting shall act as scrutineer and count the votes. Voting by proxy shall not be permitted. In the event of a tie vote, the Chairperson is authorized to postpone the vote to a future meeting, if she deems it appropriate. A member directly and personally affected by a decision must withdraw from the deliberations and not vote on the decision. The conflict of interest shall be recorded in the minutes of the meeting.

51. SIGNED RESOLUTION

A resolution in writing or electronically signed by all directors is valid and has the same effect as if it had been passed at a duly called and held meeting of the Board of Directors. Such resolution shall be entered in the minute book of the organization, following its date, in the same manner as regular minutes.

 52. PROCEEDINGS

Proceedings of meetings of the board of directors shall be available only to the directors of the organization.

 53. ADJOURNMENT

 Whether or not a quorum is present, a meeting of the board of directors may be adjourned at any time by the chairperson of the meeting or by a majority vote of the directors present, and such meeting may be held as adjourned without the necessity of reconvening it.

54. AGENDA

 The agenda shall be set forth in the notice of the meeting. It shall be known to all directors prior to the meeting but time shall be allowed for directors to make suggestions for additions or amendments.

THE OFFICERS

55. DESIGNATION

The officers of the organization shall be the President, the Vice-President, the Secretary, the Treasurer and, if applicable, the Executive Director, and such other officers as may be determined by resolution of the Board of Directors. Any one person may hold more than one office.

56. ELECTION

The officers shall be appointed annually by the members of the Board of Directors at the first meeting of the Board following the annual meeting.

57. PRESIDENT

 - Shall be the official spokesperson for the organization;

 - Shall preside ex officio at all meetings of the Board of Directors and the annual meeting;

 - May sign all cheques, bills of exchange and other bank documents with the other authorized directors;

 - May sign all cheques, drafts and other bank documents with the other authorized directors; Her decisions are subject to the approval of the Board of Directors;

 - May delegate her duties to the executive director or other directors.

58. VICE-PRESIDENT

 - Assists the President in her duties;

 - Replaces the President when she is unable to act;

 - May delegate duties to the Executive Director or other Directors.

59. SECRETARY

- Ensures the preparation and mailing of notices of all meetings;

 - Certifies the minutes;

 - Is responsible for the archives and corporate records of the organization;

 - Sign, with the President or any other authorized administrator, the documents requiring his signature;

 - Assumes any mandate given by the Board of Directors

 - May delegate his functions to the Executive Director or to other administrators.

60. TREASURER

- Shall be responsible for the keeping of the books, the financial administration of projects and grants and the production of the annual financial report;

 - Assumes any mandate given by the Board of Directors;

 - May delegate her duties to the Executive Director or to other Directors.

61. EXECUTIVE DIRECTOR

 The Board of Directors may appoint an Executive Director who shall not be a Director of the organization. The Executive Director shall have the authority to direct the affairs of the organization and may employ and discharge the officers of the organization but the Board of Directors may delegate lesser powers to the Executive Director. She shall comply with all instructions received from the Board of Directors and shall give such information to the Board or Directors as they may require concerning the affairs of the organization.

 62. RESIGNATION AND REMOVAL

 Any officer may resign at any time by delivering a written resignation to the President or Secretary of the organization or at a meeting of the Board of Directors. Officers may be replaced or removed at any time by the Board of Directors unless otherwise agreed in writing.

FINANCIAL ARRANGEMENTS

63. FINANCIAL YEAR

The fiscal year of the organization shall end on March 31 of each year or on such other date as may be fixed by resolution of the Board of Directors.

64. AUDITOR

  The financial statements shall be audited annually by an auditor or auditors appointed for that purpose at the annual meeting. The remuneration, if any, of such person or persons shall be fixed by the board of directors if so delegated by the members. No director or officer of the organization or any person associated with them shall be appointed auditor. The books of account of the organization shall be kept up to date throughout the fiscal year and shall be subject to audit as soon as possible after the end of each fiscal year.

65. BANK INSTRUMENTS

65.1. All cheques, bills, drafts, bills of exchange and other bank instruments, bills of lading, endorsements and other negotiable instruments, contracts, deeds and documents requiring the signature of the organization shall be signed by the President or Executive Director jointly with the Secretary or Treasurer, two signatures being necessary. However, the Board of Directors may designate, by resolution, any other member of the Board to perform this function.

 65.2. Any Director or Executive Director who no longer holds that office shall no longer be entitled to sign. Therefore, after each election of the board of directors, the list of signatories shall be updated.

 65.3. All cheques payable to the organization shall be deposited to the credit of the organization in such banks, credit unions or trust companies as the Board of Directors shall by resolution designate to the Secretary or Treasurer of the organization.

66. FUNDING

 The organization shall be financed by membership dues, donations, subscriptions, grants, and any self-supporting activities it chooses to utilize.

67. NOT-FOR-PROFIT CLAUSE

67.1. The RLQ/QLN shall carry on its operations without pecuniary gain to its members and all its profits or other accretions shall be used to further its purposes.

 67.2. No part of the income of the corporation shall be paid to, or otherwise made available for the personal benefit of, any member of the organization.

OTHER PROVISIONS

68. STATEMENTS IN COURT

The President, the Executive Director, the Secretary or the Treasurer, or any one of them, or any other Director or person authorized by the Board of Directors for that purpose, are authorized and empowered to answer for the Corporation on behalf of the Corporation to all writs, orders and interrogatories on facts and things issued by any court, to answer on behalf of the Corporation to any garnishment and to make declarations on behalf of the Corporation on any garnishment in which the Corporation is garnished, to make any affidavit or sworn statement in connection with any such garnishment or in connection with any proceeding to which the organization is a party, to make applications for assignments of property or petitions for orders of liquidation or receivership against any debtor of the organization, and to attend and vote at any meeting of creditors of the debtors of the organization and to grant proxies in connection with such proceedings

 

69. DECLARATIONS TO THE REGISTRY

 Declarations required to be filed with the Registraire des entreprises du Québec under the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons shall be signed by the President, the Executive Director, any director of the organization or any other person authorized for that purpose by resolution of the Board of Directors. Any director who has ceased to hold that office by reason of retirement, resignation, removal or otherwise is authorized to sign on behalf of the organization and file an amending declaration to the effect that she has ceased to be a director, effective 15 days after the date on which such cessation occurred, unless 70. AMENDMENTS TO BY-LAWS

 70.1. The Board of Directors shall have the power to repeal or amend any provision of these bylaws, which shall be in force from the time of their adoption until the next annual meeting.

 70.2. In accordance with the provisions of the Companies Act, any repeal or amendment must thereafter be ratified by two-thirds (2/3) of the members present and voting at the annual general meeting of the organization, unless in the interim it is ratified at a special meeting of the members called for that purpose.

 70.3. The text of any amendment to the letters patent or by-laws of the organization shall be sent with the notice of the meeting at which it is to be submitted to the members for ratification.

 70.4. If the repeal or amendment to the by-laws is defeated or not ratified at the said meeting, it shall cease to have effect from that day only.

 

71. RULES OF PROCEDURE

Subject to the constitution and by-laws of the organization, the Board of Directors may make such rules as to procedure at any meeting of the Board of Directors or of the members thereof. In the absence of rules of procedure on any matter, a code of procedure should be determined by the board of directors and should apply to any meeting of the body corporate.

 

72. DISSOLUTION AND WINDING UP

72.1 In the event that the organization ceases to operate, all available funds shall be remitted to a recognized non-profit organization or organizations in Quebec with goals and objectives similar to those of the Quebec Lesbian Network / Réseau des lesbians du Québec.

 72.2. The dissolution of the organization must be approved and adopted by two-thirds (2/3) of the voting members at a special meeting called for that purpose. At this meeting, the members shall define the terms of dissolution and liquidation of the organization's assets in accordance with this article, the third part of the Companies Act and the obligations to be fulfilled with the Registrar des Entreprises, after payment of the debts.