TNT!MEN Bylaws

2.1 Newsletter and Calendar: TNT!MEN shall distribute to each member a newsletter at least three times per year, and a calendar of events periodically. TNT!MEN shall have a newsletter collective responsible for preparing the newsletter in accordance with the TNT!MEN Newsletter Collective Bylaws.

2.2 Bylaws and Rules of TNT!MEN: Each new member shall promptly receive a copy of the TNT!MEN Bylaws and of all current Event Rules (see section 5.1) if he has not already received same. At least once per year, each member shall receive a copy of the TNT!MEN Bylaws and of all current Event Rules. Any member shall, on request, receive a current copy of any specified Bylaws of TNT!MEN. Any amendment to the Event Rules shall be published in, or distributed with, the next issue of the TNT!MEN newsletter or calendar.

2.3 Phoneline: TNT!MEN shall maintain a telephone information line in accordance with the TNT!MEN Phoneline Bylaws.

2.4 Mailbox: TNT!MEN shall maintain a post office box in accordance with the TNT!MEN Mailbox Bylaws.

2.5 Web-Page: TNT!MEN shall support the maintenance of a web-page on the Internet's World Wide Web.

2.6 Limited Distribution of Membership List: Each member is a "listed member" unless he requests in writing that his name not appear in the membership list distributed to members. At least once per year, each listed member shall receive a current list of all listed members.

3.1 Non-Discrimination: TNT!MEN shall be open to all gay, bisexual, and gay-sensitive men without regard to race, colour, religion, national origin, disability, physical appearance, HIV status, or age (subject to meeting the minimum age).

3.2 Minimum Age: Each applicant or member must certify that he is at least 19 years old. If there is reasonable doubt that an applicant or member meets the minimum age, the Membership Co-ordinator shall require him to furnish proof of age, a copy of which shall be retained on file.

3.3 Applying: Each applicant for membership shall submit a completed membership application together with all fees as required by TNT!MEN. The applicant must acknowledge that he has read the then-current Rules of TNT!MEN (see section 5.1), and must agree to comply with them and with the Bylaws of TNT!MEN, including any amendments or new provisions that may lawfully be made from time to time.

3.4 Board's Discretion: The Membership Co-ordinator may recommend that an application from a prospective member be rejected. However, the Board retains discretion as the final authority of whether an applicant will be rejected or be accepted into membership in TNT!MEN.

3.5 Confidentiality of Membership List: The names of members and applicants shall not be used for any purpose outside TNT!MEN, whether commercial or not-for-profit, without the advance written permission of each person affected.

3.6 Non-Transferable: Membership is not transferable or assignable.

3.7 Remaining in Good Standing: To remain a member in good standing, each member of TNT!MEN must comply with sections 3.8 and 3.9.

3.8 Renewal Dues: A member must pay renewal dues on or before the date of the Annual General Meeting that immediately follows his membership's nominal expiry date. If he fails to so pay, then the Board may, without notice to him, deem him to have resigned. However, subsequent payment of dues will return him to good standing.

3.9 Harmful Conduct: A member must not act in a way that is harmful or detrimental to TNT!MEN or to any member. This rule applies to conduct at TNT!MEN events (see section 4.5) or from conduct elsewhere that relates directly to TNT!MEN.

3.10 Consequences: Where the Board learns of an allegation against a member that, if substantiated, might reasonably be considered to constitute a violation of section 3.9, then the Board shall appoint an investigator to informally inquire into the member's conduct (including hearing the member's response). The investigator shall either report to the Board that the allegation is unsubstantiated, or recommend that the Board hold a hearing into specified allegations against the member. If, after providing the member with a reasonable opportunity to address those specified allegations, the Board determines that the member:

(a) has violated section 3.9 in a very serious way, or

(b) despite receiving a warning from any Board member, has repeatedly violated section 3.9 in a moderately serious way,

then the Board may:

(c) issue a warning outlining necessary corrective action, and suspend his membership until the corrective action is taken or for a specified period, or

(d) terminate his membership.

The Board's decision shall be promptly communicated in writing to the member. The person who acted as investigator shall not vote in the Board's determination of whether disciplinary action is warranted, but may, if a Board member, vote in the Board's subsequent determination of the appropriate disciplinary consequences.

3.11 Agreement: Instead of the Board making a determination under section 3.10, an authorized representative of the Board may negotiate a written agreement with a member who allegedly violated section 3.9, subject to any such agreement being ratified by the Board.

3.12 Freedom of Expression: TNT!MEN recognizes and affirms the importance of freedom of expression as a means of helping to ensure accountability in a democratic organization. Accordingly, no member shall be found to have violated section 3.9 merely for expressing his honestly-held personal opinion regarding:

(a) any provision or proposed provision of any TNT!MEN Bylaw, Rule or policy;

(b) any action in relation to TNT!MEN taken by any:

(i) member of the Board,

(ii) officer, or

(iii) chair of any committee of the Board,

while purporting to act in that capacity (as distinct from clearly acting in a personal capacity); or

(c) any resolution or proposed resolution of the Board or of a general meeting.

3.13 Suspended or Terminated Members: A terminated member may reapply for membership in 6 months at the Board's discretion. If a member's membership is suspended or terminated by the Board, he:

(a) shall be barred from TNT!MEN events (whether or not otherwise open to the public) until he again becomes a member in good standing; and

(b) shall not be entitled to any refund of membership or renewal dues paid.

3.14 Resignation: A member may resign by giving written notice. The resignation is effective as of the date TNT!MEN receives the notice. There shall be no refund of membership fees.

4.1 TNT!MEN Event Rules: The Board may make Rules for conduct at, or in conjunction with, TNT!MEN events. The scope of such Rules may include, but is not limited to: (a) smoking; (b) photography; (c) use of alcohol or other drugs; (d) sexual activity; (e) confidentiality issues. Any amendment to the Rules shall be published in the next issue of the TNT! MEN newsletter or calendar. A member is deemed to have been notified of an amendment one week after such publication, or if the amendment was announced at the start of an event he attended.

4.2 Additional Event-Specific Rules at Private Homes: The host of a TNT!MEN event at a private home may announce additional rules specially applicable at that event.

4.3 Additional Event-Specific Rules at Other Venues: At a TNT!MEN event held in a venue other than a private home, the event's convenor, a Board member, or a representative of the venue may announce additional rules specially applicable at that event.

4.4 If, at a TNT!MEN event, a Board member or the event's host or convenor reasonably believes that a member has violated any Event Rules or any announced additional rules, the member may be warned or be expelled from that event. A member may also be warned or expelled from an event for conduct not expressly covered by a rule where the member reasonably should know that, in the circumstances, the conduct is highly inappropriate.

4.5 If an allegation about a member's conduct at a TNT!MEN event is subsequently considered by the Board to have, if substantiated, warranted a warning or expulsion from the event under section 4.4, that alleged conduct may also form the basis for specified allegations to be considered by the Board under section 3.10.

5.1 Size of Board: TNT!MEN shall have a Board of Directors composed of a minimum of 5 and a maximum of 8 directors.

5.2 Two-Year Terms: A director who is elected at the annual general meeting ("AGM") in 1998, or at any subsequent AGM, shall serve for a term of two years, expiring at the second AGM after his election.

5.3 Re-election: A director shall be eligible for election or re-election upon the completion of his term.

5.4 Transitional Provision: To establish a basis for subsequent elections to be on a staggered basis, the directors elected at the AGM in 1997 shall divide themselves into two classes:

(i) a minimum of two and a maximum of four directors whose term expires at the AGM in 1998; and

(ii) a minimum of two and a maximum of four directors whose term expires at the AGM in 1999.

5.5 Qualifications for Election: A candidate must be a member in good standing and have been so for at least two months prior to assuming office. However, this two-month period shall be waived for candidacy in 1997.

5.6 Removal from Office: A director may be removed from any or all offices held for cause if at least two-thirds of the votes cast at a special general or annual general meeting support removal.

5.7 Resignation: A director may resign by giving written notice of his intent to resign, effective when the notice is received by TNT!MEN. The Board by majority vote may deem a director to have resigned if he has missed three consecutive Board meetings without providing valid reasons to the Board.

5.8 Vacancies: Vacancies on the Board shall be filled by an affirmative vote by a majority of the remaining directors from those TNT!MEN members in good standing willing to serve until the next election.

5.9 Acclamation: If, when an election would otherwise be held, the number of candidates does not exceed the number of positions available, the candidates shall be directors by acclamation.

5.10 Elections:

(a). Each member in good standing shall have one vote for each directorship to be filled, but may not cast multiple votes for any single candidate.

(b). At least three months before each AGM, the Board shall appoint an Elections Committee. The Elections Committee shall advise the Board on the logistics of the election, and supervise the conduct of the election.

5.11 Results: At the next general meeting following an election, the chair of the Elections Committee (or his delegate) shall announce the results of the election or, if applicable, acclaim the new directors.

6.1 Offices: By majority vote of the total Board, the various directors shall each be assigned an office from among the following (listed here in alphabetical order, with the corresponding duties and responsibilities):

(a). Communications Coordinator (C.C.): Coordinates the publishing of: newsletters, event calendars, event hand-outs, and event advertising. Coordinates maintenance of web-site(s) and information-phone-line, in accordance with the TNT!MEN Web-Site Bylaw and the TNT!MEN Information Phone-Line Bylaw. In consultation with E.C., maintains the events schedule. Presents a progress report at each Board meeting.

(b). Events Coordinator (E.C.): Coordinates the planning, scheduling and holding of events. Arranges facilities for events not held at private homes. Solicits membership for ideas for new events, and for volunteer hosts. Advises volunteer hosts. Informs C.C. of upcoming events.

(c). Facilitator: Responsible for organizing monthly Board meetings and ensuring proper procedure. Coordinates: external lobbying, liaison with other organizations, and media relations. Makes progress reports to Board. For external purposes, may also be referred to as "President".

(d). Membership Coordinator (M.C.): Maintains membership databank and mailing lists. Supplies up-to-date mailing labels to the Newsletter Committee, as well as electronic and printed data files for archives and periodic mailings. Maintains TNT!MEN's mail box and coordinates responses by: maintaining a record of incoming mailings, presenting all incoming mail to the Board (with incoming cheques being presented to the Treasurer), and suggesting appropriate actions.

(e). Secretary: Responsible for drafting meeting agendas and preparing minutes of previous meeting, to be received by each director at least three days in advance. Also responsible for maintaining all TNT!MEN archival records, including: By-laws and policies, with any approved amendments; approved minutes of meetings (to be available at all subsequent Board and general membership meetings), forms; publications, including newsletters and event calendars; correspondence lists and copies of incoming correspondence (from M.C.); photography; current and previous membership lists, in printed and electronic form.

(f). Treasurer: Responsible for maintaining accurate financial records and presenting a monthly financial report to the Board. Also consolidates and summarizes the financial reports for publication in the event-calendar mailing. Prepares cheques for two authorized signatures. Prepares budgets and collects expense-authorization requests for Board approval. Ensures proper year end procedures.

6.2 Committees: The Board may from time to establish special committees and standing committees, whose chairs shall report to the Board. At least one Board member must be on a committee.

6.3 Assistants: By majority vote of the total Board, and with the consent of an office holder, the Board may from time to time appoint a member of TNT!MEN as an official Assistant for that office (e.g. Assistant Treasurer).

6.4 Authority: Residual executive authority resides in the Board collectively, rather than in any individual. Aside from signing authority, and subject to the By-laws, and any applicable resolution of the Board, each officer has the authority reasonably necessary to carry out the ordinary duties of his office, and is accountable to the Board. Two authorized signatures shall be required on all cheques. Unless the Board otherwise specifies by unanimous resolution, the Treasurer or Facilitator may sign, together with any other director.

6.5 Board Not To Be Usurped: No director or officer, or groups of directors or officers, shall act in a way that usurps the authority of the Board, such as by acting or purporting to act in relation to any matter which he or they reasonably should know is sufficiently contentious, novel, unusual or important that a majority of the Board likely would prefer it be put before the Board. Any such action or purported action is a nullity, unless expressly ratified by two thirds of the total Board at a meeting of the Board.

7.1 Amendments: These Bylaws may be amended by an affirmative vote of at least two thirds of the votes cast as a special general or annual general meeting given at least 30 days notice of the text of the proposed amendment.

7.2 Notification: If an amendment to these Bylaws has been adopted, the text of the amended provision shall be published in the next edition of the newsletter.

7.3 General Quorum: A quorum for any annual or special general meeting shall be one-quarter (25%) of the individual members residing in the Greater Toronto Area, present in person or represented by proxy. However, two members present in person shall be deemed to be a quorum for the adjournment of the meeting.

7.4 Severability: The waiver or invalidation of any provision of these Bylaws shall not affect the enforcement or validity of the other provisions.