Several people have reached out and asked me, as of late, what happened to the Corporate By-Laws that were put in place during my tenure with St. John's Pride Inc. A simple answer, is, that I don't know.During my tenure, the Corporate By-Laws were a public document. With this in mind, I am happy to provide an archived snapshot of what the By-Laws looked like on my last day of involvement. For information about current Pride by-laws, I would encourage folks to contact the organization directly.
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Historical Archive of St. John's Pride Inc Corporate By-Laws, as of March 6, 2012:
St. John's Pride Inc. Corporate By-Laws
Amendment of By-Laws
- The initial By-Laws were formally created and accepted as company policy by the quorum at the inaugural Board of Directors meeting, held at Head Office on October 22, 2010. They were amended by the Board on March 5, 2012 to accommodate a change in corporate structure that would allow public voting to the Board.
Mandate as stipulated in Articles of Incorporation:
- The company will provide and/or facilitate the delivery of educational and/or advocacy products and services to the general public about LGBTQ issues.
- The company will provide and/or facilitate networking and issue awareness entities for the LGBTQ community and their stakeholders, including the general public.
- This company will coordinate and deliver public events that celebrate and promote the visibility of LGBTQ people and their accomplishments.
Limitations of Corporate Activities as stipulated in Articles of Incorporation:
- This company will not endorse registered Political Parties, or registered Political Candidates.
- This company will not accept donations from registered Political Parties.
- This company will not endorse registered Religions.
- This company will not directly provide formal medical advice to members of the general public.
- This company will not directly provide formal legal advice to members of the general public.
Legal Requirements of Non-Profit Corporations in the Province:
- The corporation has no authorized share capital.
- The corporation is not to be carried on with pecuniary gain to its members.
- Any profits or other accretions are to be used only in furthering its undertaking.
- Upon the incorporation of the Corporation, each first director becomes a member thereof.
- Upon dissolution of the corporation and after payment of all of its debts and liabilities, all remaining property shall be distributed or disposed of to organizations in the Province, the undertaking of which is charitable or beneficial to the community.
Board of Directors:
- The Board of Directors have full control and responsibility of the organization.
Decision-Making Model (Board of Director level):
- Consensus is the primary decision making process used by the Directors. When consensus cannot be reached, a 75% majority will be required, except if directors = or less than 3, then 66% will be required. This formula will apply to all corporate decisions unless otherwise noted in these By-Laws.
Board of Director Business:
- Formal board of director meetings shall occur every three months, and additionally as required as per Decision-Making Model.
- Date of meeting and agenda shall be communicated to all directors not less than 5 days in advance.
- Directors may postpone meetings at the last minute due to perceived extenuating circumstances, as per Decision-Making Model.
- Directors who fail to attend meetings may be subjected to removal of power for said meeting by Decision-Making Model.
- Existing Board of Directors shall have the power to remove directors at Board of Director meetings. The Board shall give notice to the Director of the intention to consider removal at least five days in advance of the meeting which will consider the matter. The Director shall have the right to participate in the meeting to demonstrate why they should not be removed. Directors, in their notice, must cite a reason such as: failure to live up to corporate obligations as Directors, failure to make one available to conduct corporate business, appears to be in violation of corporate Policies and/or Procedures. All Directors except for the one whose membership is in question, must agree to the removal for it to proceed.
- Any future additions to the Board will require a vote of confidence. This will occur by nature of a Membership vote at a Membership Meeting that will be called by a Board member and booked with not less than 7 days notice. In lieu of a formal membership program, additions the Board shall require a vote of confidence by the general public at a public meeting that has been booked and advertised on the Pride website not less than 7 days in advance. A minimum of 25 eligible voters must cast ballots in order for the election to be valid. This is to demonstrate public interest and confidence in the Board addition. Should less than 25 eligible voters be present at the vote, the Board will appoint a replacement based on Decision-Making Model.
- All Board seats shall be contested in a vote of confidence at an Annual General Meeting that is to take place between Sept 14 and Dec 14 of each year. The meeting shall be open to the public and shall be booked and advertised on the Pride website not less than 14 days in advance. Voting shall occur by Membership, unless no membership program exists. In that case, the general public shall vote. A minimum of 25 eligible voters must cast ballots in order for the election to be valid. This is to demonstrate public interest and confidence in the Board changes. Should less than 25 eligible voters be present at the vote, the outgoing Board will appoint a replacement Board based on Decision-Making Model.
Head Office:
- Head Office must be situated within the City of St. John's, NL.
By-Law Amendments:
- Amendments to these By-Laws require unanimous consent from all Board members.
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