Constitution

Part I: The Constitution
1. Title – This Constitution may be cited as “The Constitution of Republic Now, République du Canada.”
2. Interpretation – In this Constitution unless the context otherwise requires:
2.1. “Consensus” means the absence of significant disapproval;
2.2. “Determination” means the determination, resolution, decision, confirmation, approval or disapproval of any matter by a democratic process;
2.3. “General meeting” means an annual or special general meeting;
2.4. “Committee of the Organization” means any committee created by the Board of Directors;
2.5. “Organization” means “Republic Now, République du Canada;
2.6. “Postal vote” means any vote conducted by post, email or similar means approved by the Board of Directors;
2.7. “Simple majority” means approval by fifty percent plus one or more of votes cast;
2.8. “Two-thirds majority” means approval by two-thirds or more of votes cast;
2.9. In these by-laws, and in all other by-laws of the organization hereafter passed, gender neutrality will be maintained with the use of the he/she format.
3. Reasonable compliance with Constitution is sufficient – reasonable compliance of members and committees of the Organization with this Constitution shall be sufficient and any such compliance shall be deemed valid, provided that the Board of Directors is satisfied that:
3.1. Exact compliance with this Constitution was unreasonable under the circumstances;
3.2. The member or committee acted reasonably under those circumstances and
3.3. The member or committee acted consistently with the spirit and intent of this Constitution.
4. Amendments to this Constitution – Any provision of this Constitutionmay be repealed or amended by a two-thirds majority of the members of the Organization at a special meeting duly called for the purpose.
Part II: The Organization
5. Name of the Incorporated Organization – The name of the organization is “Republic Now, République du Canada.”
6. Objectives of the Organization – The objectives of the Organization shall be:
6.1. To advocate for the replacement of the non-resident British monarch as Canada’s Head of State with a democratically selected resident Canadian.
6.2. To advocate for the creation of a Canadian Republic and to promote and facilitate awareness and debate regarding theformation of such a republic.
6.3. To assist and liaise with any other persons or organizations having similar objectives.
Part III: Members and Honourary Members
7. Ordinary membership of the Organization – Any person, being a past or present Canadian citizen or resident, may become a member of the organization on written application to the Board of Directors, provided that:
7.1. By accepting membership of the organization, that person consents to and agrees to respect the stated objectives of the Organization and Constitution of the Organization, and any resolution, policies, rules, or procedures of the Organization;
7.2. Payment is made by that member of any membership fees determined by the Board of Directors.
7.3. Membership of the Organization is granted subject to approval by the Board of Directors.
7.4. Membership of the Organization is not transferable.
7.5. Each member of the Organization shall have the right to:
7.5.1. Receive a membership card or other proof of membership;
7.5.2. Attend, vote, and move or second motions at general meetings;
7.5.3. Stand for election to the Board of Directors;
7.5.4. Take part in the Organization’s activities;
7.5.5. Receive copies of the Organization’s notices, newsletters and other publications;
7.5.6. Receive annual financial statements of the Organization.
8. Honourary life membership of the Organization – Any person may be granted the honorific title of “Honourary Member” of the Organization by determination of the Board of Directors. Honourary members do not have voting privileges.
9. Suspension and revocation of membership of the Organization – Any member or honourary member of the Organization may have their membership, and all consequent privileges, suspended or revoked:
9.1. At the option of that person, on written request to the Board of Directors, or by a determination of Board of Directors, if that member is deemed to have acted in a manner that is contrary to the stated objectives of the Organization.
10. Such a determination as referred to above may only be made with dueprocess and after the member or honourary member has had a reasonablechance to consider and respond to the relevant concerns raised by membersfor suspension or revocation of such membership.
11. Revocation of membership shall be by two-thirds majority at a meeting of members duly called for the purpose or at a general meeting.
Part IV: Structure of the Organization
12. Supreme Authority – The supreme authority of the Organization shall be vested in its members voting by majority at an Annual General Meeting or Special Meeting at which due notice of thirty days is given of issues to be considered and decided.
13. Board of Directors – The affairs of the Organization shall be directed by a Board of Directors composed of eleven persons, six of whom are elected by the members and five of whom may be appointed by the elected directors; the directors shall be elected or appointed for a term of two years.
14. National Executive – The day to day affairs of the Organization in theordinary course of business shall be managed by a National Executive whichis comprised of five or more Directors of the Organization as determined by the Board of Directors, with the following powers and responsibilities:
14.1. To generally do any such things required for the efficient management of the affairs of the Organization to further the stated objectives of the Organization, except for any such things specifically excluded by a determination of the Organization;
14.2. To manage the financial affairs of the Organization including:
14.2.1. To purchase, take on lease, hire, or otherwise acquire any property, right, or privilege necessary or convenient for the furtherance of the stated objectives of the Organization;
14.2.2. To sell, lease, exchange, develop, manage, grant licenses in respect of, or otherwise deal with or dispose all, or any part of, the property, rights, or privileges of the Organization for such consideration as determined by theBoard of Directors;
14.2.3. To open, close, and manage an account in the name of the Organization at any trading or savings bank in Canada, and to overdraw any such account, and to make any arrangements with any bank in Canada or elsewhere;
14.2.4. To open and close any accounts, in the name of any committee of the Organization at any trading or savings bank in Canada or elsewhere;
14.2.5. To obtain terms and conditions as determined by the Board of Directors to lend moneys to any person for the furtherance of the objectives of the Organization on such terms and conditions as determined by the Board of Directors;
14.2.6. To approve accounts for payment, such accounts to be paid by cheque or electronic fund transfer whenever applicable;
14.2.7. To promote, hold, manage, and conduct such gatherings, meetings, or conferences that the Board of Directors may deem desirable either by itself, or in collaboration with anyother person, club or organization;
14.2.8. To engage such persons whose services may be deemed necessary for the furtherance of the stated objectives of the Organization, on such terms and conditions as determinedby the Board of Directors;
14.2.9. To appoint members to staff any organs, committees, oroffices of the Organization;
14.2.10. To define the objectives, responsibilities, powers and jurisdiction of any committees, offices, and branches of theOrganization;
14.2.11. To draft, approve, administer, and review any resolutions,
policies, rules or procedures of the Organization deemed by the Board of Directors to be reasonably necessary for the efficient management of the affairs of the Organization to further the stated objectives of the Organization
14.2.12. To make or authorize public statements on behalf of the Organization
14.2.13. To affix the Common Seal to any instrument, provided that such impression of the Common Seal shall be valid only if witnessed and attested to by two Directors, acting upon a Board of Directors determination
14.2.14. Any other additional powers determined by the Organization.
14.3. Decisions of the National Executive relating to policy or matters which are beyond those relating to ordinary operations of the Organization are subject to ratification by the Board of Directors.
15. The Board of Directors shall not delegate to the National Executive or any committee, any decision not in the ordinary and usual course of business.
15. The Board of Directors shall not delegate to the National Executive or any committee, any decision not in the ordinary and usual course of business.
16. Appointment of Directors and Roles of Directors – The allocation of Board of Directors roles and responsibilities shall be determined by the Board of Directors following an election. The Board of Directors shall appoint from among the directors, an Executive Director, Deputy Executive Director, Secretary, Treasurer, Communications Director, Membership Director, and other members of the Executive Committee as may be required.
17. The Board of Directors may establish national advisory bodies and committees as it deems fit including, but not limited to, public relations, finance, education, publications, membership newsletter and constitution.
18. The functions of the officers of the Organization are as follows:
18.1. The Executive Director is generally responsible for:
18.1.1. The supervising, management and conduct of all affairs of the Organization and its committees and for ensuring thatthe Organization meets its stated objectives;
18.1.2. Supporting, coordinating, and supervising all Organization activities;
18.1.3. Acting as primary media spokesperson for the Organization;;
18.1.4. The performance of the stated responsibilities of other Directors when they are unable or unavailable to perform them themselves;;
18.1.5. And any other responsibilities determined by the Board of Directors.;
18.2. The Deputy Executive Director shall, in the absence or disability of the Executive Director, perform the duties and exercise the powers of the Executive Director and shall perform such other duties as shall from time to time be imposed upon him by the Board of Directors.
18.3. The Treasurer shall have the custody of the funds and securities
of the Organization and shall:
18.3.1. keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Organization in the books belonging to the Organization;
18.3.2. shall deposit all monies, securities and other valuable effects in the name and to the credit of the Organization in such chartered bank or trust company, or, in the case of securities, in such registered dealer insecurities as may be designated by the Board of Directors;
18.3.3. He/she shall disburse the funds of the Organization as may be directed by proper authority, taking proper vouchers for such disbursements, and shall render to the Executive Director and Directors at the
regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Organization;
18.3.4. He/she shall also perform such other duties as may from time to time be directed by the Board of Directors.
18.4. The Organization shall have a Secretary who shall:
18.4.1. attend all meetings of the Board of Directors and the National Executive and act as clerk thereof and record all votes and minutes of all proceedings in books to be kept for that purpose.
18.4.2. He/she shall give or cause to be given, notice of all meetings of the members, the Board of Directors and the National Executive, and shall maintain annual corporation filings with Corporations Canada.
18.4.3. He/she shall be custodian of the seal of the Organization, which he/she shall deliver only when authorized by aresolution of the Board of Directors to do so and to such persons as may be named in the resolution.
18.5. The Organization shall have a Membership Director who shall:
18.5.1. keep and develop up-to-date membership rolls;
18.5.2. create and implement a short and long term strategy for the recruitment of new members;
18.5.3. if necessary, shall organize and administer a Membership Committee.
18.6. The Organization shall have a Communications Director who shall:
18.6.1. develop and maintain a comprehensive media contacts list;
18.6.2. respond to media enquiries;
18.6.3. collaborate with the Executive Director and/or the Deputy Executive Director on the composition of press releases which he/she will be responsible for disseminating;
18.6.4. edit and disseminate any newsletter or publication of the Organization.
18.7. The duties of all other officers of the Organization shall be such as the terms of their engagement call for or the Board of Directors requires of them.
18.8. General Directors, who will participate in the decision-making of the Board of Directors, take on any roles and responsibilities assigned by the Board of Directors and perform any tasks determined by the Board of Directors.
18.9. If any Director shall die, resign, or absent themselves from three
consecutive Board of Directors meetings without leave, then the Board of Directors may appoint a replacement to complete such a
director’s term.
18.10. National Advisory bodies and committees – Members of advisory bodies and committees shall be appointed in accordance with procedures determined by the Board of Directors.
19. The Board of Directors may commission a Branch of the Organization upon the application of three or more members resident in any geographic
region.
19.1. Such Branches shall operate in accordance with proceduresdetermined by the Board of Directors.
19.2. The Chairperson of each Branch will be selected by themembership of such Branch and will ex officio be eligible to beincluded in a slate of proposed directors put forth at a general meeting for the election of Directors.
20. Meetings
20.1. An annual general meeting or convention shall be held each year.
20.2. At the annual general meeting the Treasurer will present a financial report.
20.3. The Board of Directors shall meet two or more times each year.
20.4. The National Executive shall meet at least nine times each year.
20.5. The meetings of the Organization may be informal but shall be in
accordance with Roberts Rules of Order if one or more persons attending such meetings so requires.
20.6. To satisfy the requirement of quorum a meeting of the Board of Directors must have more than 50 percent of the Directors in attendance and a meeting of the National Executive must have more than 50 percent of the Executive Officers in attendance.
21. Where this constitution fails to address any aspect of the conduct of the affairs of the Organization or is ambiguous, the provisions of the Canada Corporations Act shall apply.