General Bylaw No. 1
The organization’s central internal-governance instrument, subject to the applicability memorandum.
1. Interpretation and hierarchy
The corporation, its articles and the governing statute prevail over this bylaw. Policies, committee mandates and procedures must conform to this bylaw. “Civic member” means a participant admitted under the civic membership policy and does not mean a statutory corporate member or shareholder unless the articles and corporate register expressly provide otherwise.
2. Purpose and limitations
The organization advances lawful civic education, research, democratic participation and public accountability. It does not exercise governmental, judicial, police, electoral or legal-professional authority. No person may represent a proposal, consultation or civic ballot as law or binding public authority.
3. Board
The board supervises the corporation, safeguards its property, appoints officers, approves budgets and risk controls, and retains every power not validly delegated. Directors owe their duties to the corporation. The board records attendance, conflicts, reasons and resolutions. A majority of directors then in office constitutes quorum unless the articles or statute require otherwise.
4. Officers and delegation
The board may appoint a chair, vice-chair, secretary, treasurer and other officers, define terms and remove an officer. Every delegation must be written, limited, revocable and recorded. No delegate may subdelegate, borrow, bind the corporation, commence litigation, disclose protected information or spend outside approved authority.
5. Meetings and resolutions
Notice must state the time, method and business requiring decision. Electronic participation is permitted where lawful and all participants can communicate adequately. Written resolutions may be used only where the governing statute permits and every required signatory consents. Minutes record decisions, not a verbatim transcript, and are approved at the next meeting.
6. Financial authority
The board approves an annual budget, signing authorities, banking arrangements and material commitments. At least two authorized persons approve material payments and no person both initiates and reconciles the same material transaction. Borrowing, guarantees and disposition of substantial assets require an express board resolution and any further approval required by law.
7. Protection, records and amendment
Indemnification and insurance apply only to the extent permitted by law and do not excuse bad faith or unlawful conduct. Required corporate records are kept by the secretary or appointed custodian. Amendments follow the statute, articles and this bylaw, with a public explanatory note where the change materially affects civic participation.