Attention:

Amendments to the current By-laws have been approved by the Board and were ratified by the General Membership at the Annual General Meeting of the Federation of Canadian Naturists held on August 7th, 2011.  The new By-laws are not in effect until they have received Ministerial approval.  Until such time, the current by-laws as outlined below remain in effect.

If you have specific questions or concerns, please contact one of the board members.

(as amended on November 10th, 2002)

A by-law relating generally to the management and affairs of the Federation of Canadian Naturists.

BE IT ENACTED and it is hereby enacted as a by-law of the FEDERATION OF CANADIAN NATURISTS (hereinafter referred to as the "Federation") as follows:

Head Office of the Federation
Seal
Purpose
Membership
Revocation of Membership by Board of Directors
Membership Fees and Assessments
Board of Directors and Officers
Duties of the Directors
Vacancies, Replacements and Impeachment
Committees
President
Secretary
Vice-President
Past President
Treasurer
Annual Meeting
Board of Directors Meeting
Special Meeting
Vote at a Meeting
Change of By-Law
Auditor
Financial
Banking
Notices
Indemnification
Rules of Procedure
Interpretation
Amendments

1.00 HEAD OFFICE OF THE FEDERATION

1.01 The head office of the Federation shall be in the City of Toronto, in the judicial district of York, in the Province of Ontario.

2.00 SEAL

2.01 The corporate seal of the Federation shall be in the form impressed hereon.

3.00 PURPOSE

3.01 The purpose of the Federation shall be:

1. to provide for naturists an autonomous Canadian organization which shall not be a subjucated part of any other organization.
2. to foster belief in the essential wholesomeness of the human body and the health of mind and spirit which grows in those accustomed to see and respect thehuman body as created.
3. to promote optimum health through complete contact of the body with the natural agents of sun, air and water accompanied by a holistic approach to enlightened nutrition, physical activity, mental stimulation and social interaction in an environment kept as free as possible from the pollutants and stressful components of modern society.
4. to establish a greater understanding of the ecology of our environment and of the place, role and responsibilities of the human species within this ecology.
5. to share the enjoyment of naturist living with individuals and groups of like interest and together provide a united voice for the expression and extension of social naturism.
6. to assist sincere naturist groups in their acquisition of land and facilities for the practice of naturist living.  Which said purposes shall not be changed, altered or amended save and except by the filing of and the acceptance of Supplemental Letters Patent.

4.00 MEMBERSHIP

4.01 The Federation consists of a federal organization and four regional organizations, as specified in section 7.01 (b), which are subjective to the Federal organization as determined by agreements between the federal and the respective regional organizations.

Regional organizations elect Regional boards separate and distinct from the Federal Board.

In this bylaw the word "Board" shall mean the Board of the Federal organization.

4.02.01 Classes. There shall be six (6) classes of membership in the Federation of Canadian Naturists: Honorary Members, Direct Members, Regional Members, Subscribers, Club/Business Members, and Life Members.

4.02.02 Conditions of membership:

• members shall be of adult age;
• each member shall complete an application for membership acknowledging acceptance of the purposes of the Federation;
• each member shall be a member in good standing after having deposited the full membership fee for the current year, as determined further in this bylaw.

4.02.03.Conditions of club membership

• the club shall be recognized by the Federation as a bona fide naturist club or group;
• the club or group shall agree with the objectives and bylaws of the Federation in writing;
• the club or group shall enter into a written contract with the Federation setting out the conditions of the club membership, duly signed by authorized officers of the club or group and the Federation. 

4.03 Honorary Members. Any person who, for lengthy or exemplary service to the Federation, is selected by resolution of the board, shall be entitled to an honorary membership of the Federation; Honorary Members do not require to pay membership fees. 

4.04 Direct Members. Direct members shall be persons who are residing in Canada and in the event of spouses and/or children shall constitute a family membership; a family membership shall grant full membership to all adult members of the family. Direct members shall also be members in good standing in a naturist club or group in Canada, and may or may not also wish to be a regional member. Direct members pay their membership fee to the Federal organization. Regional Board members are ex-officio Direct members. 

4.05 Regional Members. Regional members are defined in the same manner as direct members excepting that regional members shall pay their membership fees to their respective regional organizations; part of these fees shall be a national organization membership fee as determined in the agreement between the national and the regional organizations. Federation Board members are ex-officio regional members. 

4.06 Subscribers. Subscribers shall be all persons who have met the conditions of membership in the Federation and are not members in good standing of a naturist club or group in Canada, and/or who do not reside in Canada. 

4.07 Club/Business Members. Club/Business Members are recognized Canadian clubs or groups which have paid a membership fee to the Federation based on the number of their members, in return for which the Federation shall provide services as shall be agreed by written contract between the Federation and the respective club or group. 

4.08 Life Members. Life Members are defined as Direct members who have paid, prior to November 10, 2002, a lifetime membership fee equal to ten (10) times the current annualfamily membership fee at the time that the life membership fee is paid. 

4.09 Voting rights and rights to hold office. Direct members and life members shall have full voting rights and rights to hold office in the Federal organization. Regional members shall have full voting rights and the right to hold office in the respective regional organizations as well as be a member of the Board for the respective region. 

4.10 Termination of membership. Any person otherwise entitled to be a member of the Federation shall cease to be qualified to hold membership in the Federation in the event of one or more of the following occurrences: 

•  death of the member; 
•  the written resignation of the member addressed to a Board member; 
•  the revocation of the membership by a resolution of the Board, as more particularly described in this by-law

4.11 Relationship with other naturist organizations. The Federation shall share the representation of Canadian naturists in equal partnership with the Fédération québécoise de naturisme (FQN) and other organizations in Canada as may be agreed upon by resolution of the Board of the Federation. The FQN-FCN union has been established in a separate agreement to represent Canada in the International Naturist Federation. 

4.12 Nothing shall prevent members in any part of Canada from applying for membership in the organization of their choice, nor shall there be any obstacle for any member to becoming an officer in an other organization, provided that such membership does not constitute a conflict of interests.

5.00 REVOCATION OF MEMBERSHIP BY THE BOARD OF DIRECTORS

5.01 The Board may, by resolution, revoke the membership of any member for any of the following reasons:

5.01.01 Notwithstanding anything in these bylaws the Board of the Federation retains the right to disapprove any action by a member or a group of members if such action is deemed to jeopardize the objectives or the full autonomy of the Federation and revoke the member(s)'(s) membership(s) immediately after passing a Board resolution to do so.

5.01.02 non-payment of any dues or other monies which might at any time be owing by a member for a period of 90 days or longer, PROVIDED that the Federation shall mail to that member at least ten (10) days prior to the passing of such resolution, a notice in writing of such default, mailed to him at his last known address, and the member has not made good such default within the period stipulated in the aforesaid notice;

5.01.03 conduct which is judged by the Board to be detrimental to the purposes of the Federation, including a member or spouse who is in connection with any publication, group or organization which through any of its activities or public image contributes to the commercial exploitation of sex.

6.00 MEMBERSHIP FEES AND ASSESSMENTS

6.01 The annual fees payable in respect of memberships in the Federation shall be decided by the Board and ratified by the membership at the annual meeting and each member wishing to retain his membership in the Federation shall pay such annual fee on or before their renewal date in each and every calendar year. Further provided that, if any member resigns, dies or has his membership terminated, he or his estate shall not be liable for annual fees for the then current calendar year, subject to the fact that no refund of fees shall be given except by resolution by the Board.

6.02 The Board may, by resolution, in its discretion designate special categories of membership for which a reduced or increased annual fee may be charged.

7.00 BOARD OF DIRECTORS AND OFFICERS

7.01 The Board of Directors of the Federation, elected at large by the Annual General Meeting shall consist of the following:

1. Seven individuals who are direct members residing in Canada, and
2. Two direct or regional members elected from each of the following regions:

• Western & Northern (British Columbia, Yukon, Northwest Territories and Nunavut),
• Prairie (Alberta, Saskatchewan, Manitoba),
• Central (Ontario and Quebec), and
• Eastern (New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland & Labrador).

 

7.02 All of the persons shall be elected for a two year term. Four of the at-large directors and one of the regional directors in each region shall be elected in even numbered years. The other three at-large directors and the second regional director in each region shall be elected in odd numbered years.

7.03 The Board of Directors shall among themselves elect the following officers who shall reside in Canada:

1. President
2. Vice-President
3. Secretary
4. Treasurer.
5. Public Relations Director
6. Publications Director
7. Club Liaison Director

 

7.04 In addition to the officers as aforementioned, the Past President of the Federation shall be an officer of the Federation with full voting rights.

7.05 The election of the officers of the Board shall take place at a meeting of the Board forthwith after the annual meeting of the Federation.

7.06 A quorum of all meetings of the Board shall be three members of the Board of Directors.

7.07 An officer or director of the Federation shall cease to hold office if, and when, a motion requesting removal of that person from office is approved by a two-third majority of votes cast at a special meeting of the General Membership at which that person has been invited to make a statement.

8.00 DUTIES OF THE DIRECTORS

8.01 The Directors shall be responsible for all matters of policies pertaining to the direction, operation and maintenance of professional, educational and ethical standards with regard to the Federation.

8.02 The President or, failing him, the Past-President, shall chair all meetings and, in the event of an equality of votes, shall have a second or casting vote.

8.03 The Board may make such other rules and regulations covering its meetings as it may, at its discretion, determine necessary.

8.04 Special meetings of the Board may be called upon written request of at least two-third (2/3) of the members of the said Board and upon service upon each of the said members of at least ten (10) days' notice.

8.05 Board members, as such, shall not receive any stated remuneration for their services, but by resolution of the boards expenses may be allowed for their attendance at each regular or special meeting of the Board.

8.06 Members of the Board shall have no conflict of interest nor shall receive any financial benefits from the operation of the Federation or from any other member or members of the Board and administrative staff, or from businesses or enterprises controlled or directed by them, without the express written consent of seventy-five (75) percent of the full Board, given by the Board to the member after receipt by the Board of a full and complete written disclosure of such benefit or conflict or apparent benefit or apparent conflict.

9.00 VACANCIES REPLACEMENTS AND IMPEACHMENT

9.01 If any Board member elected ceases to be a member of the Federation or resigns from the Board or is removed from the Board, during his term of office, then the vacancy so created shall be filled by a voting member in good standing, who is willing to serve as a Board member, and appointed by the Board. The newly appointed Board member shall then complete the term of the person he has replaced.

10.0 COMMITTEES

10.01 The President shall appoint standing committees as set out below, together with the creation from time to time of ad hoc committees, each year following the annual meeting, subject to the approval of the Board. The committees may consist of:

Social Education Public relations Publications Legislative

Nominating Budget and finance Membership Ethics Other Committees as the Board may deem appropriate from time to time.

11.0 PRESIDENT

11.01 The President shall be responsible for the overall supervision and administration of the affairs of the Federation including the presiding at meetings of the Board and Federation and ensuring that all policies and actions approved by the Board are properly implemented.

12.0 SECRETARY

12.01 The Secretary shall be given or cause to be given all notices required to be given to the members and the Board; he shall enter or cause to be entered in books kept for that purpose, minutes of all proceedings at such meetings. He shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Federation and all books, papers, records, documents and other instruments belonging to the Federation.

13.0 VICE-PRESIDENT

13.01 The Vice-President shall assist the President and shall perform other duties as may be assigned by the Board.

14.0 PAST PRESIDENT

14.01 The Past President shall preside at all meetings should the President be unavailable.

15.0 TREASURER

15.01 The Treasurer shall supervise the custody of the funds and fiscal records of the Federation of Canadian Naturists.

16.0 ANNUAL MEETING

16.01 The annual meeting of the Federation shall be held at such time and on such day in each year as the Board may from time to time determine, for the purpose of hearing and receiving the reports and statements required by the corporation's act, to be read at or laid before the Federation at any annual meeting, appointing the auditor and fixing or authorizing the Board to fix his remuneration and for the transaction of such other business as may properly be brought before the meeting.

16.02 The annual meeting shall be held at such location within or without Ontario as the Board may, by resolution, specify and notices of such annual meeting shall be mailed to every member in good standing at his address as it appears on the membership roll book of the Federation thirty (30) days prior to the date of the annual meeting, which notice shall be posted at least twenty (20) days prior to the date of the annual meeting.

16.03 Five (5) members present in person or represented by proxy constitute a quorum, but a lesser number may adjourn the meeting for a period of not more than twenty-one (21) days.

17.0 BOARD OF DIRECTORS MEETING

17.01 The Board of Directors shall meet at least bi-annually or more often as may be determined by the board.

17.02 The Board shall be entitled to conduct meetings of the Board by telephone, internet or mail as may be allowed pursuant to the corporations act, as amended. A director may, if all the directors of the Federation consent, participate in a meeting of the directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other.

17.03 Meetings of the Board shall be called by the President or Secretary of the Federation by giving at least thirty (30) days notice of the date, time, place, and agenda for the meeting.

18.0 SPECIAL MEETING

18.01 Special meetings of the members of the Federation may be called by the President or by a resolution of the Board.

18.02 At the written request, signed by not less than ten (10) per cent of the total voting membership in good standing of the Federation, the President shall, within thirty (30) days, call a special meeting for such purposes as shall be set out in such request.

18.03 Notice of such special meeting shall be mailed to all members at their addresses as they appear in the membership roll book, which notice shall be posted at least ten (10) and not more than twenty (20) days prior to the date of the special meeting. Such notice shall state the business to be transacted at such meeting.

19.0 VOTE AT A MEETING

19.01 A vote at all meetings of direct and life members may be by show of hands, except that the Chair of the meeting or any member may, on any question, demand that there be a roll call vote and the vote be tallied and recorded. At any meeting of the Federation at which a vote is taken, each direct or life member of the Federation shall be entitled to one (1) vote and such vote may be cast in person or by proxy. If the vote is by proxy, it shall be in writing and shall be filed with the secretary no later than twenty-four (24) hours before the meeting for which the proxy is to be used.

20.0 CHANGE OF BY-LAW.

20.01 Notwithstanding any other provisions in this by-law, any meeting of members called to amend, repeal, alter, vary or enact any by-law must be called on at least thirty (30) days prior notice.

21.0 AUDITOR

21.01 The auditor shall be appointed at the annual meeting to hold office until the next annual meeting, or until his successor is appointed.

21.02 The auditor shall have the right of access at all times to all records, documents, books, accounts and vouchers of the Federation, such information and explanations as may be necessary for the performance of the duties of the auditor.

21.03 The auditor shall report to the members on the financial statement of the Federation.

22.0 FINANCIAL

22.01 Unless otherwise determined by the board, the fiscal year of the Federation shall end on the 31st day of August in each and every year.

22.02 At each annual meeting there shall be tabled:

1. the financial statement of the Federation for the year ended August 31st immediately prior to such meeting; and
2. the report of the auditor thereon.

23.0 BANKING

23.01 The banking business of the Federation, or any part thereof, may be transacted with such chartered bank of Canada, trust company or other firm or corporation carrying on banking business as the Board may designate, appoint or authorize from time to time, by resolution, and all such banking business or any part thereof shall be transacted on the Federation's behalf by one or more officers and/or other persons as the Board may designate, direct or authorize from time to time, by resolution, and to the extent therein provided, including, but without restricting the generality of the foregoing; the operation of the Federation accounts; the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for payment of money; the giving of receipts for and orders relating to property of the Federation; the execution of any agreement relating to such banking business and defining the rights and powers of the parties hereto; and authorizing of any officer of such banker to do any act or thing on the Federation's behalf to facilitate its banking business.

23.02 Deeds, transfers, assignments, contracts and obligations made on behalf of the Federation must be approved by the Board and may be signed by any two of the President or Secretary and Treasurer together with any one (1) of the members of the Board, and the corporate seal shall be affixed to such instruments requiring same.

23.03 The Board of the Federation may from time to time:

•  borrow money upon the credit of the Federation in such amounts and upon such terms as may be deemed necessary;
•  issue bonds, debentures, debenture stock or other like liabilities of the Federation, whether constituting a charge on property of the Federation or not, for such amounts and upon such terms as may be deemed expedient, and pledge or sell the same for such sums and at such prices as the Board may determine;
•  charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Federation, present or future, including book debts and unpaid calls, rights, powers, franchises and undertakings to secure any such bonds, debentures, debenture stock or other like liabilities or any money borrowed or other debt of the Federation.

24.0 NOTICES

24.01 Any notice, communication or other document to be given by the Federation, a member, officer or auditor of the Federation shall be sufficiently given if delivered personally to the person to whom it is to be given or delivered to his last address as recorded on the membership roll of the Federation or if posted by prepaid, ordinary mail or airmail, in a sealed envelope addressed to him at his last address as recorded on the membership roll of the Federation, or if sent by means of internet, telex, wire or wireless, or any other form of transmitted or recorded communication. The Secretary may change the address on the membership roll of the Federation in accordance with any information believed by him to be reliable. A notice, communication or document so delivered shall be deemed to be given when it is delivered personally, or at the address aforesaid; and a notice, communication or document so posted shall be deemed to have been given when deposited in a post office or public letter box; and notice sent by means of internet, telex, wire or wireless, or any other form of transmitted or recorded communication, shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch.

24.02 In computing the date when notice must be given, the date of giving the notice and the date of the meeting or other event shall be excluded.

24.03 The accidental omission to give notice to any member, officer or auditor or the non-receipt by any member, officer or auditor of the Federation or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

24.04 Members of the Board, the members of the Federation, officers or auditors of the Federation may waive any notice required to be given under any provision of this by-law or of the corporation's act and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any defect in giving such notice.

25.0 INDEMNIFICATION.

25.01 No officer for the time being of the Federation shall be liable for the acts, receipts, neglects or defaults of any other officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Federation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Federation or for the insufficiency or deficiency or any security in or upon which any of the monies of or belonging to the Federation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation, including any person, firm or corporation with whom the monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealing with any monies, securities or other assets belonging to the Federation or for any loss, damage or misfortune whatever may happen in the execution of the duties of his respective office, trust or in relation thereto unless the same shall happen through his own wrongful and wilful act or through his own wrongful and wilful neglect or default. The officers for the time being of the Federation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Federation, except such shall have been submitted to and authorized by the Board. If any officer of the Federation shall be employed by or shall perform services for the Federation otherwise than as an officer or shall be a member of a firm or shareholder, governor or officer of a company which is employed by or performs services for the Federation, the fact of his being an officer of the Federation shall not disentitle such officer or such firm or company as the case may be from receiving proper remuneration for such services.

Every officer of the Federation or other person who has undertaken or is about to undertake any liability on behalf of the Federation and their 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 Federation, from and against:

• all costs, charges and expenses whatsoever which each such officer or other person sustains or incurs in or about any action, suit or proceedings that is brought commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
• all other costs, charges and expenses that he sustains or incurs in or about, or in relation to, the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or wilful default.

 

25.02 If reasonably available, the Federation shall maintain for the benefit of the officers, or other employees and agents, of the Federation sufficient insurance to protect the aforementioned persons from personal loss arising out of any action taken against such person by a third party for actions as contemplated by section 25.01, as aforesaid.

26.0 RULES OF PROCEDURE

26.01 Procedure for meeting and organizations, by M.K. Kerr and H.W. King, Carswell Legal Publications, Toronto, 1984, or later editions, shall govern the organization in all procedural matters not otherwise covered by the Constitution, By-laws or approved procedures of the organization.

27.0 INTERPRETATION

27.01 In this by-law, words importing singular number only shall include the plural and vice-versa; words importing the masculine gender shall include the feminine and neuter gender; and words importing persons shall include companies, corporations, partnerships and any number of aggregate persons; "Board of Directors" shall be synonymous with Board of Directors, as defined by Canadian Statute; "corporation's act" shall mean the Canada Non-profit Corporations or any predecessor act, as amended from time to time, or any act that may hereinafter be substituted therefore; the word "article" shall mean the various paragraphs herein.

28.0 AMENDMENTS

28.01 These by-laws may be amended by approval of a motion by two-thirds majority of votes cast at a meeting of the general membership, provided that at least thirty (30) days notice has been given of the proposed amendments and provided that any such amendments not embodied in the Letters Patent shall not be acted upon or enforced until approval has been obtained from the Minister.

By-law approved as amended by a motion passed by the General Membership at the Special Meeting of the Federation of Canadian Naturists on the 10th day of November 2002.