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By-Laws

Ontario Corporation Number 1464891 (Passed December 4, 2025)

SECTION 1 – GENERAL

1.1. PURPOSE

CK Pride is a not-for-profit volunteer community organization that aims to be collaborative and responsive in celebrating and supporting 2SLGBTQIA+ lives in Chatham-Kent.

1.2. DEFINITIONS

In this bylaw, unless the context otherwise requires:

  1. “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and includes its regulations as amended or re-enacted;
  2. “Board” means the Board of Directors of the Corporation;
  3. “Bylaw(s)” means these bylaw(s) and any amendments thereto;
  4. “Corporation” refers to the organization governed by these bylaws or “CK Pride”;
  5. “Director” means an individual holding the position of director of the Corporation;
  6. “Member” means a person who holds membership in the Corporation;
  7. “Members” collectively refers to all Members of the Corporation;
  8. “Membership” refers to an individual who has paid the required fee to become a Member;
  9. “Written” includes communication by hand or via electronic means such as email or text message.

1.3. INTERPRETATION

Terms defined in the Act shall have the meanings assigned therein. Words importing the singular include the plural, and words referencing one gender include all genders.

1.4. SEVERABILITY AND PRECEDENCE

If any provision of this by-law is found invalid or unenforceable, the remaining provisions shall remain in effect. If any provisions conflict with the Act, the Act shall prevail.

SECTION 2 – BOARD OF DIRECTORS

The governance of CK Pride is a vital responsibility. We seek diverse skills and experiences for each Board position. The Board operates on a shared leadership model, emphasizing consensus decision-making. Applications are used to evaluate potential Directors.

Eligibility Requirements for Directors

Candidates must:

  1. Be Members of the Corporation.
  2. Be at least 18 years old.
  3. Reside within Chatham-Kent.
  4. Complete and adhere to a confidentiality agreement.
  5. Complete onboarding and training.

2.1. ELECTION AND TERM

The Board may have up to 10 Directors. Directors serve one-year renewable terms with no maximum consecutive limit. Director performance and capacity are reviewed annually by fellow Directors to maintain a board ecosystem that promotes diversity of thought and collaboration. If deemed appropriate through consensus, Directors may be encouraged to change roles and responsibilities, or step down.

2.2. VACANCIES

A Director’s office is vacated if:

  1. They resign in writing to the Corporation or verbally at a scheduled Board of Directors Meeting; Resignation takes effect upon receipt of resignation. 
  2. They die;
  3. They are declared bankrupt;
  4. A court of law finds them incapable of managing property;
  5. A majority of Members or Directors vote to remove them.

2.3. FILLING VACANCIES

Vacancies may be filled by: 

  1. A quorum of Directors may select candidates to fill a vacancy on the Board; or if a quorum isn’t met, remaining Directors or Member’s call a Members’ special meeting;
  2. Members elect a replacement at the Annual General Meeeting (AGM).
  3. The Board may appoint Directors to fill other vacancies, serving the remainder of the term and eligible for election afterward.
  4. Former resigned Directors can only be re-elected after Board review and consensus to approve candidacy. Circumstances of resignation or removal will be re-entered into the record.  Terminated Directors are ineligible to return.

2.4. REMUNERATION OF DIRECTORS

Directors serve without pay but may be reimbursed for reasonable expenses incurred in their duties, approved by the Board. Directors may be paid for services outside their director role, provided it is reasonable, approved, and compliant with conflict of interest laws. No Director shall receive remuneration solely for serving as a Director unless permitted by law.

2.5. DISCIPLINARY ACT OR TERMINATION OF DIRECTOR FOR CAUSE

  1. Attendance: A Director missing three consecutive meetings or over 50% of meetings in 12 months without 48 hours’ notice may be removed by Board resolution.
  2. Bylaw Violations: The Director(s) will receive 15 days’ written notice of proposed disciplinary action or termination of their Membership(s) with reasons provided, as passed by the remaining Directors in a meeting without the Director(s) in question. They may respond in writing within five days. The Board will review before finalizing disciplinary measures. Disciplinary action can include (but is not limited to) temporary suspension or removal from specific duties.
  3. Restrictions on Former Directors: Directors who are terminated for cause are ineligible to return as Members, volunteers, committee members, or Directors. Resigned or asked-to-resign Directors may only return after Board approval.

2.6. ROLES AND RESPONSIBILITIES

  1. DIRECTORS

Directors are expected to:

  1. Participate in at least one committee.
  2. Serve as rotating or shared spokespersons as capacity allows.
  3. Fulfill rotating Chair duties for Board meetings.  
  4. Engage with stakeholders and follow complaint procedures.
  5. Prepare for meetings, contribute to discussions and stay informed about Board activities.
  6. Monitor and support strategic and operational plans, budgets and performance evaluations.
  7. Ensure legal and regulatory compliance.
  8. Maintain fiscal responsibility and follow the Petty Cash protocols.
  9. Uphold bylaws, policies and initiatives.
  10. Declare any conflicts of interest.
  11. Participate in CK Pride events.
  12. Foster positive relationships within the Board ecosystem.

2.6.2. THE TREASURER

The Treasurer shall:

  1. Produce receipts for donations and proceeds.
  2. Authorize disbursements with proper documentation.
  3. Report on financial transactions and position at meetings.
  4. Deposit funds and securities in designated banks or trusted institutions.
  5. Prepare and present the annual budget for approval.
  6. Collaborate with an accountant for yearly tax filing.
  7. Serve on the Finance Committee to assist with grant writing, fundraising, and donation acquisition.
  8. Manage Operational Petty Cash in accordance with Board directions.

SECTION 3 – DIRECTOR MEETINGS

3.1. CALLING OF MEETINGS

Any two Directors may call a meeting, with notice as specified.

3.2. REGULAR MEETINGS

The Board may set regular meeting times and locations, with notices sent to all Directors.

3.3. NOTICE

At least seven days’ notice, including date, time, location, and agenda, must be provided, unless all Directors are present or have waived notice. The first Board meeting after an AGM may be held without notice if a quorum exists.

3.4. VOTING

Each Director, including the Chair, has one vote. Majority approval is required. The motion fails if tied votes.

3.5. PROXY VOTING

Directors unable to attend may appoint another Director as a proxy, via written authorization submitted 24 hours prior. Proxies are only to be assigned to a sitting Director and do not count toward quorum.

3.6. TELEPHONE OR ELECTRONIC PARTICIPATION

All Directors must consent to remote participation, which counts as presence.

3.7. COMMITTEES OF THE BOARD

The Board may establish committees to carry out the business of and shared responsibilities of CK Pride. Each committee must include at least one Director. Decisions are made by consensus, with minutes recorded, approved, and reported to the Board of Directors. Each committee chair receives one vote and facilitates to ensure all perspectives are considered..

3.7.1. STANDING COMMITTEES

  1. ADMINISTRATIVE COMMITTEE

Plays a critical role in the governance and operational efficiency of CK Pride. Key responsibilities:

I. Human Resources 

  1. Recruit, screen, onboard, and train volunteers and directors.
  2. Maintain documentation of records.
  3. Address staff disputes and complaint resolutions. 
  4. Coordinate with committees to ensure staffing for programming & events.

II. Membership Liaison

  1. Maintain an active member list. 
  2. Recruit new members.
  3. Track payment of dues.

III. Administrative Assistance:

  1. Prepare agendas, record minutes for the Board and AGM, and ensure completeness of committee minutes.
  2. Manage files, reports, notices, inquiries and mail collection.
  3. Coordinate and track Directors’ action items and responsibilities.
  4. Ensure committees are consistent in their use of CK Pride branding, messaging, engagement, and content across all media platforms.

B. OPERATIONS COMMITTEE 

Focuses on managing the physical operations and facilities of CK Pride holdings. Key Responsibilities:

I. Bill’s Place Facility Operations 

  1. Liaise with maintenance service providers.
  2. Oversee maintenance of physical community initiatives.
  3. Coordinate upkeep and cleaning responsibilities with staff and volunteers.
  4. Consult with the Finance Committee on repair proposals and larger purchases.
  5. Manage rentals per Terms & Conditions and Use of Community Space Agreements, obtaining committee approval 
  6. Conduct regular Health and Safety Audits.

II. Apartment Liaison

  1. Follow the Rental Management Guide.
  2. Address renter inquiries and arrange for repairs

C. COMMUNITY ENGAGEMENT & SUPPORT COMMITTEE (CESC)

Aims to foster inclusive environments in Chatham-Kent for 2SLGBTQIA+ communities with diverse intersecting identities. Key Responsibilities:

  1. Community liaison: Collaborate with agencies to enhance and expand tailored services.
  2. Supportive programming: Organize and facilitate events and activities that provide support and outreach.
  3. Education and Consultation:  Recommend or develop and deliver educational resources, training, and workshops.
  4. Advocacy: Promote policies and initiatives that enhance safety and equity
  5. Feedback mechanism: Gather input on community needs and experiences to improve efforts, ensuring relevance and effectiveness.

D. SOCIAL EVENTS COMMITTEE

  1. Organize and host recreational activities for 2SLGBTQIA+ community building with attention to intersectionalities, including (but not limited to): a) intergenerational bridging, b) age, c) gender and sexuality-specific events, and availability for d) members and e) non-members of CK Pride.
  2. Selects a Chair to lead an Ad Hoc Committee to organize and facilitate Pride Week.  

3.7.2. AD HOC COMMITTEES

The Board may appoint temporary committees as needed, with delegated powers.

SECTION 4 – FINANCIAL

4.1. FINANCE COMMITTEE 

A Finance Committee is mandatory, including the Treasurer alongside directors with signing authority, involved in the Administrative Committee and Operations Committee. Key responsibilities:

  1. The development of a financial plan and policy statement.
  2. Work on grant writing, small and large-scale fundraising activities, and financial and material donation acquisition (and liaising with donors). 

4.2. BANKING

The Board designates the bank(s) where Corporation funds are held.

4.3. FINANCIAL YEAR

The fiscal year ends October 31, unless otherwise decided by the Board.

SECTION 5 – OFFICERS

5.1. APPOINTMENT AND DUTIES

The Board appoints a Treasurer and three officers with signing authority at its first meeting following the annual general meeting of the Corporation. These three Officers shall act as members of the Finance Committee as outlined in Section 4.  At each meeting of the Board of Directors, a Chair shall be selected by consensus from among the elected Directors on a rotating basis. Additional officers may be appointed as needed.

5.2. TERM

Officers serve until replaced or until a resolution terminates their appointment.

5.3. DUTIES 

Officers perform assigned duties, which they may not delegate without approval of the Board.

5.4. CHAIR

The rotating Chair shall perform meeting facilitation duties described in Sections 3 and 9.5, along with other duties as required.

5.5. TREASURER

The Treasurer handles funds, keeps accurate records of all assets, liabilities, receipts and disbursements, and may sign documents as authorized.  They shall hold the seal of the Corporation and shall deliver it only when authorized by a resolution of the Board 

5.6. OTHER OFFICERS

Additional Officers perform duties assigned by the Board and comply with legal obligations.

SECTION 6 – PROTECTION OF DIRECTORS AND OTHERS

6.1. PROTECTION OF DIRECTORS AND OFFICERS

No Director, Officer, or committee member of the Corporation shall be liable for acts, neglects, or defaults of any other Director, Officer, committee member, or employee of the Corporation; for joining in any receipt; or for any loss, damage, or expense incurred by the Corporation due to the insufficiency or deficiency of title to any property acquired by resolution of the Board, or for acts done or omitted on behalf of the Corporation. They shall also be protected from liability for the insufficiency or deficiency of any security in which the Corporation’s funds are invested; for losses or damages arising from the bankruptcy, insolvency, or wrongful acts of any person, firm, or corporation with which funds, securities, or effects are deposited; or for any other loss, damage, or misfortune that may occur in the execution of their duties, provided that they:

  1. Complied with the Act and the Corporation’s Bylaws; and
  2. Exercised their powers and performed their duties in accordance with the Act.

SECTION 7 – RECUSAL, ABSTENTION, & CONFLICTS OF INTEREST

7.1. DUTY TO DISCLOSE

Directors have a duty to disclose any actual, potential, or perceived conflict of interest as soon as it becomes known. A conflict of interest exists when a director’s personal, professional, or financial interests may interfere with, or appear to interfere with, their ability to act in the best interest of the organization.

Examples of conflicts of interest include, but are not limited to:

  1. The director, or an immediate family member, stands to gain financially from the decision (e.g., contracts, grants, payments).
  2. The director holds a leadership, employment, or ownership role in another organization affected by the decision.
  3. The director has a close personal relationship with an individual whose interests are directly impacted by the decision.
  4. Any situation in which the director’s loyalty to another organization, employer, or personal interest may compete with their duty to the nonprofit.

7.2. RECUSAL FROM DISCUSSION AND VOTING 

A director with a disclosed conflict of interest shall recuse themselves from both discussion and voting on the matter in question, unless the remaining disinterested directors vote to permit the director to participate in discussion only for informational purposes. The director must leave the room (or virtual meeting) during deliberation and voting unless specifically invited to remain to answer factual questions. The disinterested directors reserve the right to vote to request a director to recuse themselves, documenting the context and reasons for the collective decision.

7.3. ABSTENTION

Any director may abstain from voting on any matter where they feel unprepared, lack sufficient information, or wish to remain neutral. An abstention shall be recorded in the minutes and counted toward quorum but shall not be considered a vote for or against the motion.

7.4. DUTY TO RECORD

All recusals, abstentions, and disclosures of conflict of interest shall be recorded in the official minutes, including: a. The nature of the conflict (if applicable); b. Whether the director participated in the discussion; c. Whether the director abstained or was recused from the vote.

SECTION 8 – MEMBERS

8.1. MEMBERSHIP 

Membership in the Corporation shall consist of three kinds of Members: General, Youth and Board of Directors. The Board may, by resolution, approve the admission of Members to the Corporation. Members may also be admitted in accordance with other methods prescribed by the Board. The following conditions apply to each kind of Membership:

General Members

  1. Individuals who apply and are accepted. 
  2. Membership duration shall be one year, renewal shall be in accordance with Corporation policies.

iii. Entitled to receive notice of, attend, and vote at Members’ meetings, with one vote.

  1. Must be at least 18 years old and reside within the Municipality of Chatham-Kent.

Youth Members

  1. Individuals who apply and are accepted. 
  2. Membership duration shall be one year, and renewal shall be in accordance with Corporation policies.

iii. Entitled to receive notice of and attend Members’ meetings, with no voting rights.

  1. Must be at least 12 years old and reside within the Municipality of Chatham-Kent.

Board Members

  1. Elected as Directors of the Corporation.
  2. Membership duration shall be one year, and renewal shall be in accordance with Corporation policies.

iii. Must be at least 18 years old and reside within the Municipality of Chatham-Kent and meet director criteria as outlined in the bylaws.

8.2. MEMBERSHIP TERMS

Membership is non-transferable and terminates upon resignation or as otherwise provided under the Act. General and Board Members shall pay an annual fee of $5 or a pay-what-you-may amount, which is non-refundable and non-transferable. Youth Members are not required to pay fees and do not have voting rights.

8.3. DISCIPLINE AND TERMINATION

  1. The Board may, with 15 days’ written notice, pass a resolution to discipline or terminate a Member for violating any provision of the bylaws or any of the following:
  2. Unethical conduct: Actions that compromise the integrity of the Corporation;
  3. Harassment or Discrimination: Any behaviour that creates a hostile environment for other members;

III. Disruption of Operations: Actions that significantly disrupt meetings, events, or the normal functioning of the Corporation;

  1. Violation of Trust: Breaches of confidentiality or trust or acting against the best interests of the Corporation;
  2. Negligence: Consistently failing to fulfill responsibilities or duties in a manner which could put the Corporation at risk; 
  3. Misuse of Resources: Inappropriate or unauthorized use of the Corporation’s resources, including funds, property, or information;

VII. Failure to Comply with Policies: Ignoring established policies or procedures, even if they are not specifically outlined in the bylaws;

VIII. Negative Representation: Publicly disparaging the Corporation or its Members.

  1. The notice must specify the reasons for the disciplinary action or termination. The Member receiving the notice may submit a written appeal to the Board opposing the disciplinary action or termination, which must be submitted within 5 days before the end of the notice period. The Board shall consider the appeal before finalizing its decision.

SECTION 9 – MEMBERS’ MEETINGS

9.1. ANNUAL MEETING

The annual meeting shall be held annually at a date and location within Ontario determined by the Board. Members will receive at least 14 days prior, financial statements and other required documents.  Business at the meeting includes:

  1. a) receiving the agenda;
  2. b) receiving minutes of the previous annual meeting;
  3. c) reviewing financial statements;
  4. d) members’ consent or objection of Directors as proposed by the standing Board;
  5. f) such other or special business as may be set out in the notice of meeting.

Proposals for new business must be submitted to a Director before notice is sent. Members may participate via telephone or electronic means, and such participation is deemed present and allows voting by proxy. 

9.2. SPECIAL MEETINGS

The Directors may call a special meeting of the Members. The Board may call a special meeting on written requisition of at least one-tenth of the Members, for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 14 days.

9.3. NOTICE OF MEETINGS

Notice will be given at least 10 days, but not more than 50 days, before the meeting, via methods outlined in Section 10. The notice must include sufficient details about the agenda and remind Members of voting rights by proxy.

9.4. QUORUM

A quorum requires at least 25% of entitled Members to be present, in person or by proxy. A quorum must be present throughout the meeting for the Members to proceed.

9.5. CHAIR OF THE MEETING

The Board shall appoint a Chair for the Members’ meeting; If absent, Members present shall select another Director as chair or if no Director accepts or is present, a Member.

9.6. VOTING PROCEDURES

Votes shall be decided by a majority unless the Act or bylaws specify otherwise:

  1. Each Member has one vote;
  2. Votes are by show of hands unless a written ballot is demanded;
  3. Abstentions are not votes;
  4. In case of a tie, a written ballot is required, and the motion is lost if a tie remains (the meeting chair does not have a second vote);
  5. The Chair’s declaration is conclusive evidence of the result.

9.7. PERSONS ENTITLED TO BE PRESENT

Only Members, Directors, auditors, and others required by law or bylaws may attend. Others may be admitted only upon invitation or with majority consent.

SECTION 10 – NOTICES

10.1. METHODS OF NOTICE 

Notice of any meeting of the members shall be provided using one or more of the following methods:

  1. E-Mail: Notice may be sent electronically via email to the address provided by each member. Members must ensure that their email addresses are up to date in the Corporation’s records.
  1. Physical Posting: Notice shall be physically posted in a conspicuous location within the organization’s primary place of business or another designated area for a minimum of 14 days before the meeting.
  1. Social Media: Notice shall be digitally posted on the Corporation’s social media accounts for a minimum of 14 days before the meeting.

10.2. CONTENT

The notice shall include the following information:

  1. The date, time, and location of the meeting.
  2. The purpose of the meeting.
  3. Any specific matters that will be addressed, if known.
  4. Instructions for members to confirm their attendance or participation, if applicable.

10.3. ERROR OR OMISSION

No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meeting.

SECTION 11 – ADOPTION AND AMENDMENT OF BYLAWS

11.1. AMENDMENTS TO BYLAWS

These bylaws may be amended by a majority vote of the Membership.