Typst Rewrite: Reconstruct Bylaws

bylaws/amendments.typ

@@ -0,0 +1,28 @@
+#counter(heading).update(12)
+= Amendments <bylaw>
+Amendments to this document may be made by a referendum or by either:
++ both a two-thirds majority vote of the Board of Directors and a two-thirds
+  majority vote of Council, or
++ by a two-thirds majority vote of a general meeting, with notice.
+
+If an amendment is made by Council and the Board of Directors, then it can take
+effect immediately (or as specified in a proviso), but it shall be subject to
+confirmation by a general meeting. A general meeting may reject or confirm the
+amendment.
+
+If rejected or if not confirmed by the end of the subsequent regular termly
+general meeting, then the amendment is reversed and no subsequent amendment by
+Council and the Board of Directors of similar substance has any effect until
+confirmed at a general meeting. An amendment passed at a general meeting
+implicitly confirms similar amendments by Council and the Board of Directors.
+
+== Contracts <bylaw>
+For the Society to enter into or assent to an amendment to a contract that binds
+it for a duration of more than one term, it must be explicitly approved by the
+Board of Directors.
+
+External agreements entered into by the Society must be compliant with this
+document and any relevant decisions of the Society. Additionally, unless it
+terminates sooner, the Society can enter into an agreement only if it contains a
+clause requiring that it be reviewed by the parties to it no less often than
+once every four years.

bylaws/board.typ

@@ -0,0 +1,176 @@
+#counter(heading).update(5)
+= Board of Directors <bylaw>
+
+== Purpose <bylaw>
+The Board of Directors shall be responsible for the corporate duties of the
+organization, including the management of the legal, financial, and human
+resource concerns of the organization as well as setting and reviewing
+high-level strategic plans.
+
+== Composition <bylaw>
+The Board of Directors is comprised of up to eighteen (18) voting members:
++ The six (6) executive officers, as defined in this document;
++ Two (2) representatives from Council, appointed by Council;
++ Three (3) at-large representatives elected in the Fall term;
++ Two (2) at-large representatives elected in the Spring term;
++ Three (3) at-large representatives elected in the Winter term; and,
++ Two (2) community representatives, appointed by the Board of Directors.
+
+Additionally, the following shall serve as non-voting resource members:
++ The Speaker of Council;
++ The Secretary of Council;
++ The Business Manager, as defined in this document;
++ The President of the Federation of Students, or designate; and
++ The Dean of the Faculty, or designate;
++ Additional non-voting resource members as defined in Board Procedure 21.
+
+If a person qualifies as both a voting and non-voting member of the Board of
+Directors, then they are a voting member.
+
+At-large Directors shall be elected at the termly general meeting for the seat
+they are being appointed to.
+
+In the event that one or more at-large seats become vacant, the Board of
+Directors may appoint a member to fill the vacancy until such a time as a
+replacement may be duly elected. In the event that one or more community
+representative seats become vacant, the Board of Directors will advertise and
+appoint a new member at the earliest convenience.
+
+== Terms of Office <bylaw>
+At-large members of the Board of Directors shall hold office for one (1) year,
+commencing at the beginning of the academic term following the one in which they
+were elected. For greater clarity, the at-large director appointed in the Winter
+term shall start in May of that year, the at-large director appointed in the
+Spring term will start in September of that year, and the at-large director
+appointed in the Fall term shall start in January of the following year.
+
+Community members of the Board of Directors shall hold office for up to two (2)
+years in one term, commencing and ending at a time defined by the Board of
+Directors.
+
+The Councillor representative will serve until the end of the current academic
+term, as defined in this document.
+
+For greater certainty, Directors may serve for an unlimited number of terms,
+consecutive or otherwise.
+
+If a successor is not found prior to the end a Councillor's term of office, that
+member will continue to serve until a replacement is found.
+
+Directors or Directors-elect can resign by written submission to the rest of the
+Board of Directors.
+
+== Duties & Powers <bylaw>
+The Board of Directors shall manage and have full power over the Societies
+affairs as required to ensure the long-term survival of the Society. The Board
+of Directors shall make or cause to be made for the Society, in its name, any
+kind of contract which the Society may lawfully enter into and, save as
+hereinafter provided, generally may exercise all such other powers and do all
+such other acts and things as the Society is authorized to exercise and do.
+
+The Board of Directors is expressly further empowered to:
++ Approve the budgets of the organization;
++ Review the finances of the organization, including the annual audit;
++ Oversee the Executive and all other Officers of the organization in the
+  execution of their duties;
++ Oversee the strategic direction of the organization;
++ Determine the dates of termly General Meetings;
++ Establish the staff structure and the human resources procedures of the
+  organization;
++ Establish such committees and procedures as are necessary for the effective
+  execution of its duties; and
++ Determine the signing authorities of the Society.
+
+The Board of Directors is a fully-constituted assembly in its own right, and
+does not report to general meetings, though it is accountable to them and to the
+members of the Society at large.
+
+Each Director shall have the right to view, upon request, any internal document
+or communication relating to the affairs of the Society, subject to any
+procedures the Board of Directors may establish in facilitating this process.
+
+=== Limitations on Power <bylaw>
+The Board of Directors may not make any decision contrary to this document or a
+resolution passed at a general meeting or by a referendum, unless the limiting
+resolution would present a strong risk of imminent dissolution.
+
+A Director may not sign a cheque addressed to an organization of which they are
+a member unless the specific expenditure is explicitly authorized by the Board
+of Directors.
+
+== Convocation <bylaw>
+Meetings of the Board of Directors may be called by any of the following;
++ The Chair of the Board of Directors;
++ The President;
++ Any three voting members of the Board of Directors, upon petition in writing;
++ The Dean or their designate.
+
+== Notice <bylaw>
+Notice of the meeting and location must be provided at least five (5) business
+days in advance of any meeting to every member of the Board of Directors unless
+that member explicitly waives their right to notice before the start of the
+meeting.
+
+The full agenda, including a full description of the intended motions, such as
+the text of proposed amendments or agreements, must be provided, no less than 72
+hours before the meeting, but motions may be amended before or after they are
+moved as long as the changes remain within the scope of the motion for which
+notice was given.
+
+The Board of Directors may designate a mailing list or similar forum to be the
+official notice forum of the Board of Directors; if this is done, then any
+notice sent to that forum is considered to have been sent to every member of the
+Board of Directors, regardless of whether or not it was received by that member.
+
+=== Special Meetings <bylaw>
+A special or emergency meeting of the Board may be called for any sufficiently
+urgent purpose, by:
++ The Chair of the Board of Directors;
++ Any one (1) Executive Officer;
++ Any three (3) members of the Board; or,
++ A resolution of the Board.
+
+Notice for emergency meetings must be given to all members no less than one (1)
+day in advance, and shall include all items of business to be transacted,
+including the exact text of any resolution to be voted on.
+
+No special meeting will be held to conduct business that may be postponed until
+a regular meeting.
+
+== Eligibility Requirements <bylaw>
+In order to serve as an at-large Director, the applicant must be a current
+voting member of the Society.
+
+If a Director or Director-elect fails to meet these requirements, then they do
+not lose their seat automatically, but may be removed from their seat by a
+majority vote of the Board of Directors.
+
+No member shall occupy more than one voting seat on the Board of Directors in
+the same term simultaneously.
+
+== Quorum <bylaw>
+A majority, that is, more than half, of all voting members of the Board of
+Directors shall constitute a quorum.
+
+== Sessions <bylaw>
+For greater certainty, each meeting as called in accordance with this document,
+plus its adjournments, constitute a single session of the Board of Directors.
+
+== Duties of Directors <bylaw>
+Directors must, in addition to what is otherwise set out in the by-laws, the
+policies, and the procedures of the Society:
++ Familiarize themselves with the by-laws, policies, procedures, and any active
+  agreements of the Society;
++ Attend all Board meetings, as able;
++ Actively participate in decisions and strategy development.
+
+If a Director misses or is more than one half-hour late for a meeting, that
+Director shall be deemed delinquent for that meeting. If a Director is
+delinquent for two or more meetings in a given term, then that Director may be
+removed from that or any other at-large seat for the given term and following
+two terms by majority vote with notice.
+
+== Remuneration of Directors <bylaw>
+Directors shall not receive monetary remuneration, excluding discounts, for
+serving as such, though they may receive such remuneration for serving as
+officers or employees or in other capacities.

bylaws/collapse-and-dissolution.typ

@@ -0,0 +1,18 @@
+#counter(heading).update(11)
+= Collapse and Dissolution <bylaw>
+The Society shall be deemed to be collapsed if, for a period of at least seven
+months, no quorate meeting of Council, the Board of Directors, or a general
+meeting is held.
+
+In the event of a collapse, then notwithstanding the rest of this document, any
+voting member may call a general meeting, and this meeting has the power to
+appoint persons directly to the Board of Directors, the Executive Board, and to
+Council for the current term. It can remove people from their office but it
+cannot appoint someone to an office for which they are not eligible.
+
+If no quorate meeting of Council, the Board of Directors, or a general meeting
+is held for fourteen months, the Society shall dissolve. Otherwise, the Society
+can dissolve only by referendum. In the event that the Society dissolves, all of
+its assets shall go to the Federation, to be used for the establishment of a new
+society for students of the Faculty or to otherwise benefit the students of the
+Faculty.