Constitution of the Toronto Knitters Guild
Article 1 – Name
This organization is herein named the Toronto Knitters Guild (also known as the “TKG” or “Guild”).
Article 2 – Purpose
The objective of this organization is to provide a community for knitters:
- to improve the skill and artistry of fibre-related arts,
- to increase the interest in and knowledge of knitting and related activities,
- to promote fibre-related crafts in the Greater Toronto Area (GTA),
- to be a welcoming social group within the fibre arts community.
The Toronto Knitters Guild is a non-profit organization; any profits to the Guild shall be used in promoting the objective of the Guild. In the event of dissolution, the net assets of the Guild shall be distributed to a regional organization whose purposes are similar to this Guild. No funds shall inure to the benefit of any of the Guild’s members.
Article 3 – Membership
Membership shall be open to all persons interested in knitting who have paid annual dues as set out in the By-laws and have agreed to the Rules of Conduct. This shall be called a Member in Good Standing.
Members are strongly encouraged to volunteer throughout the year.
Article 4 – Executive Officers and Terms of Office
The Executive of the Guild shall consist of the President, Vice-President, Secretary, Treasurer, Registrar, and Past-President. Management of the Guild shall be vested in the Executive.
The Executive will be supported by Coordinator roles, as necessary/appropriate. The combined Executive and Coordinators shall comprise the Board of the Guild.
The Board of the Guild shall be responsible for conducting the business of the Guild as authorized by the purpose and spirit of the Constitution and for hosting General Meetings. Board members will attend Board Meetings on request of the President, Vice President, and/or Secretary.
One person may hold more than one office excepting the President who may not hold the office of Secretary.
All members of the Board shall be Members in Good Standing of the Guild.
In addition to the Board, Special Coordinator roles may be created from time to time at the suggestion of any Member, and with the approval of the Board. A Special Coordinator shall be selected to oversee a project or service of the Guild which is a valuable or desired service, but not necessarily essential to the Business or Purpose of the Guild as defined in Article 2. A Special Coordinator shall be welcome to participate in all Board duties, but may be exempt from requirements which do not specifically concern the Special Coordinator’s role. A Special Coordinator shall nominally report to another Board position for the purposes of Annual Reporting and Budget Allocation.
A minimum of 6 Board Meetings should be held through the year; the date(s) and location(s) of these meetings shall be set by the current Board. For Board meetings, quorum shall be met when 50% plus one of that year’s Board are in attendance, providing that at least one of those in attendance is the President or Vice-President. A majority vote shall consist of 50% of the eligible voters present plus one.
Decisions made and voted upon at Board Meetings shall be reported to the Guild Membership at General Meetings and through the Newsletter at the earliest convenience. Membership may submit, in writing, a matter of concern to the Board for further consideration.
Article 5 – Board Staffing Procedures
The Board will be elected for a period of Two Years and may be re-elected for an additional, consecutive term of Two Years. No person shall hold a single Board position for more than 6 years. However if a position cannot be filled, these guidelines may be overridden at the discretion of the Executive and with permission of the Membership.
The President shall be nominated out of the slate of Board members from within the prior 3 years.
A Nominating Committee will be appointed by the Executive. The Nominating Committee shall be chaired by the Past-President or other member of the Board as required, and shall include 2 additional persons from the Membership. The Nominating Committee shall accept nominations and prepare a slate of Board nominees. This slate shall be presented to the Secretary and then will be presented to the Membership and voted on during the Annual General Meeting.
Nominations shall proceed based on the following Guidelines:
- No member shall be nominated as a candidate unless the member’s consent to serve in office has been obtained.
- Whenever two or more persons are nominated for office, the voting shall be by ballot, with the Returning Officer appointed by the Nominations Committee.
- Should a vacancy occur in any Board position during the term of office, the vacancy shall be filled as required by a consenting Member appointed by the Executive and that office shall be held until the end of the current term.
Board officers may be removed at the discretion of the Executive for flagrant neglect of duties (e.g. by failing to attend more than two of six Board meetings without just cause, mishandling of funds, failure to comply with duties of office as outlined in the Constitution and By-Laws).
Resignations from Board positions shall be submitted to the Executive in writing. If a member cannot complete the term of office or is asked to leave that office, the Executive shall appoint a Member to carry out the term of office; the appointee will complete the previous officer’s commitment and then be eligible for a new term.
Article 6 – Protection of the Board and Others
Limitation of Liability: No member of the Executive or Board of the Guild shall be liable for the acts, receipts, neglects or defaults of any other Executive or Board member or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Guild through the insufficiency or deficiency of title properly acquired by order of the Board for or on behalf of the Guild, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the guild shall be invested, or for any loss or damage arising from bankruptcy, insolvency or tortious act of any person with whom any of the moneys, securities or effects of the Guild shall be deposited, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own willful default or neglect.
No act or proceeding of any Executive or Board member shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualification of such director, officer or chairman.
Directors and officers may rely upon the accuracy of any statement or report prepared by other directors, officers, committee chairmen or auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
Indemnity: Every Executive and Board member of the Guild and her/his 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 Guild from and against all costs, charges and expenses whatsoever that such member sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against her/him for in respect of any deed, matter or thing whatsoever made, done or permitted by her/him in or about the execution of the duties of her/his office; all other costs, charges and expenses that s/he sustains or incurs in or about or in relation to the affairs of the Guild; except such costs, charges or expenses as are occasioned by her/his own willful neglect or default.
Article 7 – Amendments
Amendments to the Constitution or By-laws will be voted upon by the Membership at a General Meeting. Amendments shall be presented to the Membership both at a General Meeting and in written form at least one month prior to the meeting at which the vote will occur.
Two-Thirds of the members in attendance at the voting shall constitute a majority vote.