Kwartzlab Bylaws.txt

                         CORPORATION – BYLAWS
                        KWARTZLAB SOCIETY INC.

I. DEFINITIONS

    1. "members meeting" shall also include annual meetings and
       general meetings.

II. MEMBERSHIP

A. Admittance to Membership

    1. The conditions under which membership will be issued are
       determined either by the Board, or by a Director, Officer,
       Member, or Committee appointed by the Board to oversee the
       issuance of membership.

    2. A person who has fulfilled the requirements of paragraph 1 may
       be admitted to membership by a resolution of the Board at a
       meeting duly called for that purpose. The Board must give
       notice to the "Members" mailing list at least five calendar
       days before the resolution is to be considered by the Board.

    3. A person admitted to membership by the Board of Directors shall
       have no privileges until their initial dues and first monthly
       dues are paid. The Board may by resolution set a schedule for
       pro-rated dues for the first month of membership, based on the
       date of the member's approval.

B. Dues

    1. The Board of Directors may by resolution set the dues for the
       corporation, which may be either or both of:

        (a) Initial dues, i.e. dues which are payable before a person
            can become a member;

        (b) Monthly dues, i.e. dues which are recurring and payable on
            the last day of each month (for the following month).

    2. If the Board passes a resolution which raises the initial or
       monthly dues by more than 10%, that resolution is effective
       only until confirmed at a general meeting of the Corporation
       duly called for that purpose. Such a meeting must be held
       within 30 days of the initial adoption of the resolution. If
       the resolution is not confirmed within 30 days, the resolution
       shall be rendered invalid.

C. Membership Hiatus

    1. A member may apply to the Board to have their membership placed
       on hiatus for a period of no less than two months. Such
       application must specify the start and end dates of the
       hiatus. The Board may approve a member's hiatus by resolution
       at meeting of the Board.

    2. During the time a member is on hiatus, they are not required to
       pay dues, nor shall they have any of the privileges afforded a
       member, except for the privilege of voting at members meetings
       called after the hiatus was requested.

    3. A member may voluntarily terminate their hiatus at any time by
       notifying the Board of Directors they wish to do so and paying
       their monthly dues for the current month. No discounts shall be
       given for partial months.

D. Suspension or Termination of Memberships

    1. Suspension for Minor Infractions
  
      (a) The Board of Directors may suspend a member for a term of
          no greater than one month by resolution at a meeting of
          the Board duly called for that purpose if:

            i.   The member is in arrears on their monthly dues.

      (b) A resolution under sub-paragraph a. is not valid unless:

            i.   The member is given notice in writing setting forth 
                 the grounds on which termination is sought.

            ii.  This notice is given to the member no fewer than five
                 calendar days before the meeting of the Board of
                 Directors is called to consider the resolution.

            iii. An opportunity is given to the member to appear,
                 either personally or by a person authorized under the
                 Law Society Act to represent the member, to make
                 submissions at the meeting of the Board called to
                 consider the resolution.

      (c) If the member suspended under this paragraph rectifies all
          the condition(s) in sub-paragraph a) for which they were
          suspended, the Board shall forthwith take any action
          required to restore that member's status.
          
    2. Suspension for Major Infractions
  
      (a) The Board of Directors may suspend a member for a term of
          no greater than one month by resolution at a meeting of
          the Board duly called for that purpose if:

            i.   The member engages in conduct outlined in the 
                 "Unacceptable Behaviour" section of the Kwartzlab 
                 Code of Conduct.

      (b) A resolution under sub-paragraph a. is not valid unless:

            i.   The member is given notice in writing setting forth 
                 the grounds on which termination is sought.

            ii.  This notice is given to the member no fewer than five
                 calendar days before the meeting of the Board of
                 Directors is called to consider the resolution.

            iii. An opportunity is given to the member to appear,
                 either personally or by a person authorized under the
                 Law Society Act to represent the member, to make
                 submissions at the meeting of the Board called to
                 consider the resolution.
               
    3. Member Privileges During Suspension
  
     A suspended member shall have no privileges of membership during 
     the time of the suspension. All dues shall continue to be 
     assessed for suspended members.
     
    4. Termination of Members for Minor Infractions
  
        (a) KwartzLab may terminate the membership of a member, for 
          reasons related to minor infractions listed in paragraph 1, 
          subparagraph a, which remain unresolved after 2 months, by 
          means of a resolution passed by the Board of Directors.
               
    5. Termination of Members for Major Infractions
  
        (a) KwartzLab may terminate the membership of a member, for 
            reasons related to repeated or grevious infractions listed 
            in paragraph 2, subparagraph a, by means of either: 
       
            i.   A special resolution passed by 2/3 of the voting 
                 membership present at a general meeting duly called 
                 for that purpose; OR
         
            ii.  A special resolution passed by 2/3 of the Board at a  
                 meeting duly called for that purpose.
              
    6. Terminations of Members
  
      A resolution to terminate a membership made under paragraphs 4 
      or 5 is not valid unless:
      
            i.   The member is given notice in writing setting forth 
                 the grounds on which termination is sought.
                
            ii.  The notice is given to the member no fewer than 
                 fifteen days before the meeting of the Board of 
                 Directors or the membership is called to consider the 
                 resolution.
                
            iii. The member receiving the notice shall be entitled to 
                 give the Board a written submission opposing the 
                 termination not less than five days before the end of 
                 the fifteen-day period. The written submission shall 
                 be considered by the Board or the membership before 
                 making a final decision regarding termination of 
                 membership.
                
    7. Appealing a Termination Resolution
  
        (a) Anyone who has had their membership status terminated 
            under paragraphs 4 or 5 may appeal the decision by 
            written letter submitted to the Secretary of the 
            Corporation or to the Board of Directors within 30 days of 
            the passing of the termination resolution.
           
        (b) An appeal of a termination resolution will be reviewed 
            by a committee appointed by the Board to the task. 
           
        (c) The terminated member will be given an opportunity of not 
            less than 10 days to provide the appeal committee with a 
            written submission detailing the grounds for their appeal. 
            The written submission will be considered by the appeal 
            committee before making a decision. The decision of the 
            appeal committee will be considered final.

III. BOARD OF DIRECTORS AND OFFICERS OF THE CORPORATION

A. Composition and Meetings

    1. The affairs of KwartzLab shall be managed by a Board of
       Directors, each of whom must be members of KwartzLab. The Board
       shall normally consist of seven (7) members, who shall be
       elected from the membership of KwartzLab at the annual meeting.

    2. The Term of Office of the Directors of the Corporation shall
       begin July 1st, and end June 30th or when their successor has
       been elected, whichever comes later.

    3. Should a vacancy occur on the Board of Directors, the remaining
       Directors may appoint any eligible member to fill the vacancy
       for the rest of the term of that Director. Should there not be
       enough Directors to constitute quorum, the remaining Directors
       shall be given the power to call a general meeting to elect
       additional directors.

    4. Meetings of the Board of Directors may be called by the
       President, by any two other Directors, or by resolution at a
       previous meeting. Notice of meetings must be delivered,
       telephoned, or emailed to each Director before the meeting is
       to be held. No formal notice of a meeting is required if all
       Directors are present or if those absent have given their
       consent to the meeting being held in their absence.

    5. A majority of the normal number of Directors shall constitute
       quorum at a meeting of the Board of Directors.

B. Election and Removal

    1. Election of the Directors shall be carried out at the annual
       meeting.

    2. The Board shall solicit nominations for the subsequent Board at
       least four weeks before the general meeting. Nominations shall
       remain open for at least two weeks. Members may self-nominate,
       or be nominated by another member. Nominations shall be signed
       by the nominee indicating acceptance of the nomination and
       include the following declarations:

        (a) That the nominee is eighteen years of age or older;

        (b) that the nominee is a permanent resident of Canada; and

        (c) that the nominee is not an undischarged bankrupt.

    3. The Board shall announce to the membership at least two weeks
       before the annual meeting the list of nominees for the Board of
       Directors.

    4. After the close of the nominations period, the Board of
       Directors shall appoint a election coordinator, who shall be a
       member of KwartzLab not among the list of nominees to the
       Board, to oversee the election process. The election
       coordinator shall be responsible for preparing the physical
       ballots for the annual meeting.

    5. Nominees may withdraw their nomination at any time by
       contacting the election coordinator.

    6. Directors shall be elected at the annual meeting by secret
       ballot. The election coordinator shall appoint two scrutineers,
       who must be approved by the meeting, to count the ballots. The
       election coordinator shall resolve any disputes between the
       scrutineers.

    7. Directors may be removed from office by a special resolution
       (2/3 vote) passed at a general meeting duly called for that
       purpose.

C. Officers of the Corporation

    1. The Board shall choose four officers for the corporation: The
       President, The Chair of the Board, the Secretary, and the
       Treasurer. One person may hold more than one office.

    2. President

        (a) The President shall be elected by the Board from the
            Directors of the Corporation.

        (b) The President shall be the Chief Executive Officer of the
            Corporation.

        (c) The President shall ensure that the Corporation follows
            all of its by-laws and procedures, and if necessary
            provide interpretation of same.

        (d) The President shall be one of three signing authorities of
            the Corporation.

        (e) The President shall provide input to the Chair on Board
            meeting agendas, and shall approve all agendas drafted by
            the Chair for members meetings.

    3. Chair of the Board

        (a) The Chair of the Board shall be elected by the Board from
            the Directors of the Corporation.

        (b) The Chair of the Board shall preside as chair over all
            meetings of the Board of Directors and members meetings of
            the Corporation.

        (c) The Chair of the Board shall set all agendas for meetings
            of the Board of Directors; and shall, with the assistance
            of the President and Secretary, prepare agendas for
            members meetings of the Corporation, subject to approval
            by the President.

    4. Secretary

        (a) The Secretary shall be appointed by the Board from the
            membership of the Corporation.

        (b) The Secretary shall ensure that minutes of all Board
            meetings and members meetings are kept and brought to the
            Board for approval.

        (c) The Secretary shall maintain the membership register.

        (d) The Secretary shall announce all new membership
            applications to the membership.

        (e) The Secretary shall be familiar with the by-laws and
            procedures of the Corporation and advise the Board on such
            matters.

    5. Treasurer

        (a) The Treasurer shall be elected by the Board from the
            Directors of the Corporation.

        (b) The Treasurer shall maintain the financial books of the
            Corporation.

        (c) The Treasurer shall ensure that all bills are paid on
            time.

        (d) The Treasurer shall inform the Board of any members who
            are in arrears of their dues.

        (e) The Treasurer shall present a report on the current
            finances of the Corporation to the Board on request.

        (f) The Treasurer shall prepare a report on the financial
            status of the Corporation as of the end of each financial
            year to be presented at the annual meeting which includes:

            i.   a statement of profit and loss;

            ii.  a statement of surplus; and

            iii. the balance sheet of the corporation.

    6. The term of office of all officers shall end on June
       30th. Despite this, officers shall continue in an interim
       capacity until the Board of Directors elects or appoints their
       successor.

    7. The Board shall at its earliest opportunity elect or appoint
       all officers of the corporation where those offices are
       currently vacant or being filled in an interim capacity.

    8. The Board may, by resolution, remove any officer from their
       office.

IV. MEETINGS OF MEMBERS

    1. KwartzLab may give notice of any members meeting via email to
       the address on record with the corporation as recorded on the
       "Announce" mailing list, and this shall constitute sufficient
       notice for the meeting.

        (a) Notice of any members meeting shall be given at least ten
            calendar days before the meeting.

        (b) Notice for annual and general meetings shall contain the
            agenda, or a link to the agenda published on the KwartzLab
            website, for the meeting.

     2. The quorum for members meetings shall be ten members or one
        quarter of the total membership of KwartzLab Society Inc.,
        whichever is higher.

     3. Members may vote by proxy at a general member meeting.  A
        maximum of three proxy votes may be held at one time by a
        member in good standing, and the declaration of the proxy vote
        must be made on the member mailing list in advance of the
        member meeting.

V. FINANCIAL

    1. All financial accounts with banks or other institutions shall
       require two of three signing authorities before funds may be
       withdrawn.  These signing authorities shall be:

        (a) The President;

        (b) the Treasurer;

        (c) a third Director to be appointed by the Board.

    2. All expenditures of KwartzLab must be approved by the Board,
       either directly or by delegation to an officer or committee.

    3. The financial year of KwartzLab will end on December 31st of
       each year.
       
VI. CODE OF CONDUCT

    1. The corporation has a Code of Conduct.
    
    2. The scope of the Code of Conduct is specified by the Code of Conduct.
    
    3. Changes to the Code of Conduct are governed by the same rules as changes to the Bylaws.