SHE SHEDS CRAMP OUT CONSTITUTION 

The name of the association is the SHE SHEDS CRAMP OUT, also known as SS&CO.

The purposes of the association are to SHED the shame, and SHED LIGHT on, the natural biological cycles of menstruation through to the completion of menopause. We aim to amplify inclusive voices who wish to expand beyond the current material-world medical model. This will be realized through GO WITH THE FLOW SHED FEST educational conferences, SHE SHEDS CRAMP OUT sharing and caring events, WE SHED body diversity events, REAL MAN SHED events (respecting, empathizing, advocating and listening), and SHEDDING LIGHT through public policy engagement. 

We will realize this by:

  1. encouraging and facilitating sharing through expanded access to experiential, anecdotal and traditional resources;
  2. providing leading-edge inclusive information, education and research; 
  3. expanding resources and healing modalities beyond the medical model currently dominating the discourse and driving SHEDDER health decisions; 
  4. providing common ground: SHEDDERS have a platform to share their physical, spiritual, emotional and mental cycles;
  5. providing care and support for all SHEDDERS, including gender and body diverse SHEDDERS;
  6. improving services for SHEDDERS including access to free SHEDDING supports/materials; 
  7. consulting with government and private agencies to address SHEDDER access to the enjoyment of all “human rights free of violence, sexual and reproductive rights, access to justice, socio-economic equality, and participation in decision-making” (UN Human Rights); 
  8. providing support for research related to SHEDDING health; 
  9. raising, investing, and administering funds necessary for the SS&CO to achieve its purposes; and 
  10. any other activity which is consistent with the foregoing and which aids and assists SHEDDERS. 

Bylaws of the SHE SHED CRAMP OUT (SS&CO) (the “Association”) 

  1. DEFINITIONS AND INTERPRETATION
    1. In these bylaws: 

“Act” means the Canada Not-for-profit Corporations Act and the Nova Scotia Societies Act as amended from time to time; 

“Ballot” means a method of casting a vote which can be made/submitted in person, on paper, or electronically; 

“Board” means the directors of the association; 

“Bylaws” means these bylaws as altered from time to time; 

“Constitution” means the constitution of the association.

  1. The definitions in the Act apply to these bylaws. 
  2. If there is a conflict between these bylaws and either the federal or provincial Act, or the regulations under the Act, the Act or the regulations, as the case may be, prevail. 
  3. SHE SHEDS
    1. An organization is eligible and may apply to the SS&CO in writing to become a SHED affiliated with the association if it:
      1. is located in Canada; 
      2. must adhere to any local laws, bylaws or regulations in their geographic region;
      3. is interested in advancing the purposes and supporting the activities of the association;
      4. agrees to uphold the constitution and these bylaws;
      5. agrees to pay an annual SHED fee based on a percentage of the annual financial statement of revenue for the affiliated SHED, from the previous year;
      6. must maintain and be open to internal audit of operations, financials, and fundraising from time to time;
      7. agrees to abide by the policies and procedures established by the board. 
    2. An application for SHED affiliation must include a non-refundable payment of applicable SHE SHED fees, if any are set. 
    3. The board may, by board resolution, accept, postpone or refuse an application for affiliation as a SHED. The SHED applicant will be informed within 14 working days of the board decision.
    4. The board may, by board resolution, end an affiliated SHED relationship and terminate the agreement. The SHED will be informed within 14 working days of the board decision. 
    5. Each SHED will, at all times:
      1. uphold the constitution and these bylaws; 
      2. support, and not hinder, the purposes, aims and programs of the association; 
      3. abide by all policies and procedures established by the board; and 
      4. comply with all instructions and requests from the association with regard to operations, financials, and fundraising conducted by the SHED. 

The association shall have incorporated SHEDS. Any SHED may be incorporated if, in the opinion of the directors of the association, it has the means and resources to sustain the consequences of incorporation. 

  1. Every incorporated SHED shall:
    1. be subject to the approval of the association board in respect of its constitution and by-laws; 
    2. function in a manner financially independent of the association, in that it shall raise its own funds and be responsible for its own employees, financial control, budget, accounting, audit and reporting; 
    3. report on its activities to the board as required, but in any event not less than once a year, in a form and using standards set by the association; 
    4. adhere to the guidelines set forth in the SHED service agreement documentation, signed by the incorporated SHED and the association.

Subject to the duties and processes outlined in sections 2.1-2.6 above, SHEDS found not to meet these criteria are subject to removal as a designated SHED, upon adoption of board resolution. 

  1. MEMBERS
    1. There shall be three classes of membership, called: SHEDDERS; honorary SHEDDERS and organizational SHEDDERS.
    2. Eligibility for SHEDDERS
      1. A Person may be eligible to be accepted as a SHEDDER if they are nineteen (19) years of age or older; and are interested in advancing the purposes and supporting the activities of the association. 
      2. Any person who supports the constitution and bylaws of the association, and whose application is approved by the board of directors, may become a SHEDDER, on payment of the annual dues, as set by the board.
      3. Employees during their employment with the association, and for a period of twelve (12) months after the termination of such employment, shall be absolutely disqualified from membership in the association. 
      4. The association and OS employees, past members, past board members, volunteers or SHED attendees who have previously demonstrated a lack of adherence to societal mission, vision, values, agreements, policies, protocols, or procedures will not be re-considered for future membership.
      5. Membership confers the right to attend annual and general meetings, take part in the discussion, to vote at annual meetings, and to hold office. 
    3. Honorary SHEDDER (HS)
      1. A person may be designated by the board as an HS in recognition of an outstanding contribution to the association. 
      2. The board may, in exceptional circumstances, revoke the designation of a person as an HS by board resolution.
      3. An honorary member has no voting rights. 
    4. Organizational SHEDDER (OS)
      1. A non-profit organization may be eligible to be accepted as an OS if it is interested in advancing the purposes and supporting the activities of the association. 
  1. A non-profit organization which supports the constitution and bylaws of the association, and whose application is approved by the board of directors, may become an OS of the association, on payment of the annual dues set by the board. 
  2. Each OS confers the right to attend annual meetings, to cast only one vote. 
  3. An OS board member is not eligible to be nominated to the association board.
  4. The association board holds a member-at-large, voting position, for a single representative from all of the OS’s. That member must be appointed by vote, with each OS being given one vote. This vote may only take place, once per year, at the annual general meeting.
  5. Members of the OS are eligible to be ordinary members of the association following all rules of OS outlined above. 
  1. Dues
    1. SHEDDERS shall have annual memberships for the period April 1 through March 31 of the following year. 
    2. An annual membership fee may be set by the board of directors with any change to take effect at the commencement of the next membership year. 
    3. The membership dues may be paid at any time during the year but a SHEDDER who has not paid the fee for the current membership year within three (3) months shall cease to be a member in good standing and is not entitled to vote.
    4. As above, if the fees are not paid by the end of the fiscal year, the SHEDDER will cease to be considered a member.
    5. OS’s and their members will follow the above protocol, as their members will also be considered to be unpaid to the association, if the OS they belong to has failed to remain in good standing with the association.
  2. A voting member who is not in good standing:
    1. may not vote at (annual) general meetings; and 
    2. is deemed not to be a voting SHEDDER for the purpose of consenting to a resolution of the voting SHEDDERS. 
  1. Termination of SHEDDER-SHIP, OS, or HS
    1. The board of directors may investigate any SHEDDER, OS, or HS, who, in the opinion of the board, is willfully opposing or disregarding any of these by-laws, or is guilty of any conduct rendering them unacceptable as a member of the association.
    2. After such investigation, if the board thinks it necessary, they may recommend that such member be expelled from the association; PROVIDED THAT before so recommending, the board shall advise the member, by notice in writing to his or her last known address, of a date, time, and place at which the member may appear before the board to request a continuance of membership.
    3. If the member so appears, the board shall hear what the member presents in their defense. 
    4. The board shall include a statement of the defense, if any, in its recommendation to expel the member. 
    5. A member expelled in accordance with this by-law shall have no claim on the property of the association. 
  1. DIRECTORS MEETINGS
    1. General meetings of the association must be held no less than twice per year.
    2. All meeting must be held at the time and place the board determines. 
    3. A quorum for a general meeting of the board is the majority of directors.
    4. Only officers and board directors may cast votes.
    5. Votes shall be confirmed by a vote of three-fourths (3/4) of the directors in attendance.
    6. Members-at-large may attend meetings but may not vote.
    7. Members-at-large may request items added to the agenda a minimum of 14 days in advance.
    8. An OS board member-at-large position is reserved for a single representative of all OS’s, and is conferred voting status. This position is voted in at the annual general meeting.
    9. A matter to be decided at a general meeting must be decided by ordinary resolution, unless the matter is required by the Act, or these bylaws.
    10. Ordinary business at general meeting constitutes:
      1. adoption of rules of order; 
      2. consideration of any financial statements of the association presented to the meeting; 
      3. consideration of the reports, if any, of the directors or auditor; 
      4. election or appointment of directors; 
      5. appointment of an auditor, if any; 
      6. business arising out of a report of the directors not requiring the passing of a special resolution.
  2. ANNUAL GENERAL MEETINGS
    1. Annual general meetings of the association will be held no sooner than three (2) months after year-end, at a time the board determines.
    2. The order of business at an annual general meeting is as follows:
      1. elect an individual to chair the meeting, if necessary;
      2. determine that there is a quorum;
      3. approve the agenda;
      4. approve the minutes from the last annual general meeting;
      5. deal with unfinished business from the last annual general meeting; 
      6. receive the directors’ report on the financial statements of the association for the previous financial year, and the auditor’s report, if any, on those statements;
      7. receive any other reports of directors’ activities, committees, and decisions since the previous annual general meeting;
      8. elect or appoint directors and the OS member-at-large; 
      9. appoint an auditor, if any; 
      10. deal with new business, including any matters about which notice has been given to the members in the notice of meeting; 
      11. terminate the meeting. 
    3. Notice of special business
      1. A notice of an annual general meeting must state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business. 
      2. Notice of the date, time, and location of an annual general meeting must be sent by email to every member of the association at least 14 days before the meeting, and not more than 90 days before the meeting. 
      3. Members are responsible for updating the association with their current email addresses.
    4. Electronic meetings/voting
      1. Voting shall be confirmed by a vote of three-fourths (3/4) of the members in good standing, in attendance.
      2. Notices of meetings or votes will be sent to participants by email. 
      3. Any SHEDDERS entitled to attend a meeting of members may participate in the meeting by means of a telephonic, an electronic, or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the association makes available such a communication facility. 
      4. A SHEDDER so participating in a meeting is deemed to be present at the meeting. 
      5. Similarly, if the board of the association call a meeting, those directors may determine the meeting to be held entirely by means of a telephonic, an electronic, or other communication facility that permits all participants to communicate adequately with each other during the meeting. 
      6. Any vote may be held entirely by means of a telephonic, an electronic, or other communication facility. 
      7. Any SHEDDER participating in an annual general meeting and entitled to vote at that meeting may vote, and that vote may be held by means of the telephonic, electronic, or other communication facility. 
    5. The accidental omission to send notice of a general meeting to a member, or the non-receipt of notice by a member, does not invalidate any proceedings at the meeting. 
    6. The following individual is entitled to preside as the chair of a general meeting or annual general meeting:
      1. the president; 
      2. the vice-president, if the president is unable to preside as the chair; or,
      3. one of the other board officers present at the meeting, if both the president and vice-president are unable to preside as the chair. 
  1. Alternate chair of annual general meeting
    1. If there is no individual entitled under these bylaws who is able to preside as the chair of an annual general meeting, within 15 minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair. 
  2. Quorum
    1. Business, other than the election of the chair of the meeting, and the adjournment or termination of the meeting, must not be transacted at an annual general meeting unless a quorum of voting members is present. 
    2. The quorum for the transaction of business at a general meeting is half of the membership number, plus one or twenty-one (21), whichever is the lowest number.
    3. Members must be in good standing on the date of the annual general meeting. 
    4. If, within 30 minutes from the time set for holding an annual general meeting, a quorum of voting members is not present:
      1. in the case of a meeting convened on the requisition of members, the meeting is terminated; and the meeting stands adjourned to a date/time/location selected by the directors;
      2. if, at the continuation of the adjourned annual general meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that annual general meeting. 
    5. If, at any time during an annual general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated. 
    6. If an annual general meeting must be adjourned for continuation at a later date, no business may be transacted at the continuation of the meeting, other than business left unfinished at the original meeting. 
  1. It is not necessary to give notice of a continuation of an adjourned annual general meeting or of the business to be transacted at a continuation of an adjourned annual general meeting except that, when an annual general meeting is adjourned for 60 days or more, notice of the continuation of the adjourned meeting must be given. 
  1. Methods of voting
    1. At annual general meeting and general meetings, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, two (2) or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot. 
    2. Votes shall be confirmed by a vote of three-fourths (3/4) of the members in good standing, in attendance.
    3. Method(s) of voting chosen will be clearly defined/explained to the voting membership in advance of the vote. 
    4. No nominations will be taken from the membership during an annual general meeting. 
  2. Announcement of result
    1. The chair of a general meeting and general meeting must announce the outcome of each vote.
    2. The outcome of the vote must be recorded in the minutes of the meeting as: total eligible voters, and the number of ayes, nays and abstentions.
  3. Proxy voting is not permitted
  4. DIRECTORS
    1. Number of directors on board
      1. The affairs of the association shall be governed by a board of directors. The association must have no fewer than 3 and no more than 10 directors.
  1. Election or appointment of directors 
    1. A vote at a general meeting of the board shall take place at least sixty (60) days prior to the annual general meeting of the association, to elect directors that are equal to the number of directors retiring in each year. 
    2. directors will be elected for a term of two (2) years. 
    3. Newly elected directors shall take office with the remaining directors at the general board meeting held immediately following the annual general meeting.
    4. No director of the association shall be eligible for employment with the association within a twelve-month period from the time of his/her resignation. However, the waiting period may be waived by the executive committee of the board and no conflict of interest.
    5. No former employee shall be entitled to seek election to the board of directors within twelve months of his/her ceasing to be an employee of the association. However, the waiting period may be waived by the executive committee of the board and no conflict of interest.
    6. The board may, at any time, appoint a member as a director to fill a vacancy that arises on the board as a result of the resignation, death or incapacity of a director during the director’s term of office. 
    7. A director appointed by the board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy. They will be eligible to be elected to the board for a full term at the annual general meeting.
  2. BOARD POSITIONS
    1. Directors must be elected or appointed to the following board positions, and  other than the president, they may hold more than one position: president; vice-president; secretary; or treasurer. 
    2. Director at large: director who is elected or appointed to a position on the board who are not table officers. 
  1. Role of president: the president is the chair of the board and is responsible for supervising the other directors in the execution of their duties. This position is also required to be the public-facing SHE SHED champion. This role is also responsible for direct communication with the executive or administrative director, on behalf of all board directors.
  2. Role of vice-president: the vice-president is the vice-chair of the board and is responsible for carrying out the duties of the president if the president is unable to act. This role is also a public-facing SHE SHED champion.
  3. Role of secretary: the secretary is responsible for doing, or making the necessary arrangements for, the following:
    1. issuing notices of annual general meetings and directors’ general meetings; 
    2. taking minutes of annual general meetings and directors’ general meetings; 
    3. keeping the records of the association in accordance with the Act; 
    4. conducting the correspondence of the board; 
    5. filing the annual report of the association and making any other filings with the registrar under the Act; 
    6. in the absence of the secretary from a meeting, the board must appoint another individual to act as secretary at the meeting. 
  4. Role of treasurer – the treasurer is responsible for overseeing; or doing, or making the necessary arrangements for, the following:
    1. receiving and banking monies collected from the members or other sources, in the absence of paid staff;
    2. keeping accounting records in respect of the association’s financial transactions, in the absence of paid staff;
    3. preparing the association’s financial statements, in the absence of paid staff; 
    4. making the association’s filings respecting taxes, in the absence of paid staff.
    5. The treasurer will work closely with the executive or administrative director and their staff to ensure these tasks are completed ethically, within compliance of the CRA and other bodies. 
    6. The treasurer is responsible for reviewing all prepared documents to prevent potential fraudulent acts.
  1. COMMITIES OF THE BOARD
    1. The board shall, from time to time by resolution, establish standing and special committees or advisories of directors, members and other interested people. 
    2. The board shall prescribe the powers, duties and authorities of committees and advisories, as well as the procedure and quorum of meetings thereof, and elect or appoint members thereof and prescribe their term of office. 
    3. The executive or administrative director is an ex-officio member of all board committees and advisories.
    4. There shall be an executive committee of the association, which shall consist of the officers of the association and the executive or administrative director as a non-voting member.
      1. a quorum for any meeting of the executive committee shall be three (3); 
      2. meetings of the executive committee shall be held from time to time at such places in Canada and at such time and on such day as the committee may determine. 
      3. notice of every meeting shall be given to each member thereof not less than two (5) days before the time of the meeting, unless under urgent circumstances, all members of the executive committee agree to a meeting with less notice; 
      4. the board may remove, by majority vote, any member of the executive committee; 
      5. the executive committee shall have the power to transact all regular business of the association between meetings of the board of directors as authorized by the board of directors. 
      6. voting by proxy of executive committee members is not permitted. 
      7. the executive committee shall report to the board as frequently as required by the board on all the actions it has taken, at the very least the executive committee chair will report at the annual general meeting.
  1. There shall be a standing committee of the association known as the nominating committee consisting of not less than three (3) members, one (1) of whom shall be a member of the board, one (1) of whom shall be the past president and shall serve as the chairperson, and the executive or administrative director as a non-voting member. All persons committed to the mission of the association and are members in good standing, are eligible to join the nominating committee.
    1. The Nominating committee shall seek nominations of appropriate candidates for the board of directors from the membership throughout Canada. 
    2. The Nominating committee shall also endeavour to ensure all candidates nominated for the board of directors have a vested interest in the association and are members in good standing.
    3. The committee is responsible for presenting a slate of candidates to the board 60 days prior to the annual general meeting. 
    4. The committee chair is responsible for presenting a slate of directors will include all those for re-election after their two (2) year term, all those for election as new directors and all directors who are returning, but not needing to be re-elected (those after their first year, returning for their second-year term). 
    5. The nominations committee is responsible for tracking all terms, and maintaining historical records of terms and board member bios, which will be submitted to, and held, at the association head office. 
  1. REMUNERATION OF DIRECTORS
    1. No remuneration shall be paid to the directors or officers as such. 
    2. Each director or officer may be paid his/her necessary expenses incurred incidental to the attending of each meeting of the board or committees of the board or other activities of the association, as the board shall determine.
  2. BOARD LIABILITY
    1. The association shall purchase and maintain directors’ liability insurance, covering all directors, committee, and advisory committee members.
  1. Except to the extent required by the Act, no Director, Officer or employee of the association shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or in relation thereto unless the same shall happen through his/her own dishonesty.
  2. As a continuation of the above statement (10.1), there will be no liability for joining in on any receipts or other acts for conformity or in relation thereto unless the same shall happen through his/her own dishonesty.
  3. As a continuation of the above statement (10.1), there will be no liability for any loss or expense happening to the association through the insufficiency or deficiency of title to any property acquired by order of the board for or on behalf of the association or in relation thereto unless the same shall happen through his/her own dishonesty.
  4. As a continuation of the above statement (10.1), there will be no liability for the insufficiency or deficiency of any security in or upon which any of the moneys of the association shall be invested or in relation thereto unless the same shall happen through his/her own dishonesty.
  5.  As a continuation of the above statement (10.1), there will be no liability for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person with whom any of the money, securities or effects of the association shall be deposited or in relation thereto unless the same shall happen through his/her own dishonesty.
  6. As a continuation of the above statement, (10.1) there will be no liability for any loss, damage or misfortune whatever which shall happen in the execution of the duties of his/her office or in relation thereto unless the same shall happen through his/her own dishonesty. 
  7. SIGNING AUTHORITY
    1. Two signatures will be required to sign contracts or other records. Electronic signatures are adequate providing the individual has given permission in advance to have their signature used for the purpose disclosed, on each occasion. 
    2. Electronic signatures may be held by the association head office, with the provision those signatures not be used without permission as above.
  1. All electronic signatures and signed documents must be stored with the association under lock and key, or in a safe electronic format, which limits access exclusively to the officers of the board, and the executive or administrative director.
  2. A contract or other record to be signed by the association must be signed on behalf of the association by the president, together with one other director.
  3. If the president is unable to provide a signature, any officer of the association with one other director, shall have signing authority. 
  4. In any case, by one or more individuals authorized by the board to sign the record on behalf of the association. 
  1. ENACTMENT, AMENDMENT AND REPEAL OF BY-LAWS 
    1. The board may from time to time propose amendments and/or recommend repeal of existing by-laws by special resolution at an annual general meeting and shall be confirmed by a vote of three-fourths (3/4) of the members in attendance. 
  2. BORROWING
    1. In order to carry out the purposes of the association, the board of directors may, on behalf of, and in the name of the association, raise or secure the payment or repayment of money in the manner they decide, and in particular, but without limiting the foregoing, by the issue of debenture. 
    2. No debenture shall be issued without the sanction of a special resolution, at an annual general meeting, and shall be confirmed by a vote of three-fourths (3/4) of the members in attendance.
    3. The membership may restrict the borrowing powers of the board of directors, but a restriction so imposed expires at the following annual general meeting. This restriction must be made by special resolution, and shall be confirmed by a vote of three-fourths (3/4) of the members in attendance. 
  3. Miscellaneous
    1. Rules of order – the board will determine annually which rules they will use to guide the deliberations of the association and all meetings shall be conducted with decorum.
    2. Request of materials – a member may request, at any time, free of charge, an electronic copy of the constitution, by-laws, and past meeting minutes of the association.
    3. Conflict of interest – any possible conflict of interest on the part of a Director shall be disclosed to the board.
      1. When any such interest becomes a matter of board action, such director shall not vote or use personal influence on the matter and shall not be counted in the quorum for these decisions at a meeting at which board action shall be taken on the interest. 
      2. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met. 
    4. Affiliated organizations in other countries – SHE SHEDS CRAMP OUT CANADA is the founding organization and may have approved affiliate organizations in other countries. These foreign affiliates must gain permission from SHE SHEDS CRAMP OUT CANADA for approval to use the name, the domain name, and abide by the mission, values, vision, constitution and by-laws of SHE SHEDS CRAMP OUT CANADA. These affiliates will be required to have a member of their board attend, whether in person or online, a meeting of the association board at least once per year, on a date determined by the board of SHE SHEDS CRAMP OUT CANADA, with a minimum of 30-days notice.
  4. Dissolution
    1. Any monies left at the dissolution of the association will be for certain liabilities and costs that may need to be incurred before the distribution of assets.
    2. These liabilities include but are not limited to payment to employees of the association of any arrears of salaries or wages or payment of any debts of the association. 
    3. After satisfying the foregoing, the balance of assets will be distributed to a qualified done, determined by the directors.