1. Name and Location

I. The name of this organization shall be Astrology Toronto Incorporated hereafter referred to as ATI.

II. ATI shall be centred in Toronto, Canada. The mailing address is provided in the Bylaws of ATI.

2. Aims and Objectives

I. ATI shall be a democratic, non-profit organization of individuals interested in Astrology.

II. The purposes of ATI include the following:

a) To educate and promote research in astrology as well as to raise the level of knowledge, insight and professional competence among its members;

b) To further public understanding of astrology;

c) To facilitate communications between ATI and other astrological organizations;

d) To foster the sharing of astrological resources and information.

3. Membership

I. All persons without outstanding debt to ATI, upon paying their annual dues, are eligible to take full part in all activities of ATI.

II. There is only one type of membership

a) Full Membership: A person may become a full member by paying the membership dues. Full members shall have the right to vote and to run for office.

4. Rights of Members

All members shall have access to a copy of the Constitution and Bylaws of ATI. Furnishing of copies will be set forth in the Bylaws.

5. Officers and Duties

The administration of ATI shall be conducted collectively by those persons occupying the specific positions described below. Those persons collectively shall constitute the Executive Committee, which will be accountable to the membership. The order of succession within the Executive committee shall be as set forth in the Bylaws. The term of office for all elected positions is two years commencing at the time of the election.

The positions of the Executive Committee shall include five (5) primary positions plus the office of Member-at-Large whose duties are listed below:

I. The President, who shall:

a) Be responsible for the overall supervision and administration of ATI's affairs;

b) Ensure that all policies an actions approved by the membership or by the executive committee are properly implemented;

c) Chair the General Membership meetings;

d) Chair the Executive Committee meetings;

e) Have the power to call Executive Committee meetings;

f) Be the official representative of ATI to other organizations unless he/she delegates such functions to another ATI member;

g) Administer or delegate ATI's dealings with other organizations. Specific commitments he or she may make are subject to the review and approval of the Executive Committee and/or the membership at large as provided for in the Bylaws;

h) As chair of the Executive Committee, shall be a voting member and shall have a second vote in the event of a tie.

II. The First Vice-President, who shall:

a) Assume any and all functions of the President if the President is temporarily absent or otherwise unable to fulfill those functions;

b) Perform duties as set forth in the Bylaws.

III. The Secretary, who shall:

a) Be the official clerk of ATI;

b) Perform duties as set forth in the Bylaws.

IV. The Treasurer, who shall:

a) Keep full and accurate accounts of all receipts and disbursements of ATI in proper books of accounts and shall deposit all monies and other valuable effects in the name and to the credit of ATI in such bank or banks as may be from time to time designated by the Executive Committee.

b) Shall render to the Executive Committee at regular meetings and at the Annual General Meeting or whenever required of him/her transactions as Treasurer and of the financial position of ATI.

c) Within thirty (30) days of ceasing to hold office shall return all books, monies, and other valuable effects with an accounting thereof to the Executive Committee.

V. The Immediate Past-President who shall

a) Assume any and all functions of the President if the President and Vice-President are temporarily absent or otherwise unable to fulfill those functions;

b) Perform duties as set forth in the Bylaws.

VI. Members-at-Large, who shall:

a) Perform all duties as set forth in the Bylaws.

6. Executive Elections

Elections for the ATI Executive Committee positions shall be held annually as required. Calls for seconded nominations will be published together with a date for a general membership meeting. Additional nominations will also be accepted at the general membership meeting. A list of nominations and biographies will then be published together with a date for a general membership meeting. Additional nominations will also be accepted at the general membership meeting. A list of nominations and biographies will then be published.

The election procedures shall be as set forth in the Bylaws.

If at the nominations meeting only one nominee is received for any primary position or only seven (7) nominations or less are received for Member-at-Large, the Chair will ask three (3) times if there are any further nominations and if there are none shall declare that the candidates, who are unopposed, are elected by acclamation.

Any person running for one of the five (5) primary positions for which there are two or more nominees may also run for Member-at-Large. That person can only be elected to one position.

If any vacant position on the Executive Committee is not filled by election, the Executive Committee will appoint a person giving first consideration to the elected Members-at-Large. Should the Members-at-Large decline, the position can be filled by appointment from the general membership. In the event that a position is still unfilled the Executive Committee may appoint one of its members to assume the duties of that position.

Also, replacements for resignations will be appointed, as required, by the Executive Committee for the duration of the term or until the next annual general meeting. Not all positions on the Executive Committee are vacated at the same time so it may not be necessary to hold elections in a given year.

7. Resolution of Issues

The resolution of issues shall be as set forth in the Bylaws.

8. Meetings

General Membership meetings shall be held as required to deal with general business and policy. There shall be at least one general membership meeting per year designated as the annual general meeting (AGM). In election years the General Membership, meetings will include the nomination process. All valid motions duly passed at the General Membership meetings will become binding on the Executive Committee and the general membership. General membership meetings require at least thirty (30) days notice.

9. Bylaws

I. The Bylaws will:

a) Clarify the rights of the members;

b) Set forth the duties of the Executive Committee, and

c) List activities which support the efficient functioning of ATI.

II. Bylaws can only be changed by a two-thirds majority vote of the membership. A proxy form of any proposed change will be emailed to all ATI members for their consideration with a request for their response (yes or no) on or before the deadline indicated on the proxy. NO response to the proxy form will be considered as a vote in favour of the resolution. If necessary, a general membership meeting will be held to discuss and clarify more complex resolutions before a vote is taken.

10. Amendments to the Constitution

I. Any amendment to the Constitution of ATI shall require a two-thirds majority vote of the membership. The voting on any proposed change will follow the procedure outlined in article 9 II, Bylaws, above.

II. A trust fund, known as the "Fourth House Fund," shall be maintained by ATI for the sole purpose of purchasing premises suitable for realizing the aims and objectives of the said corporation.

III. Any allocation or transfer of the "Fourth House Fund" shall require a two-thirds vote of the membership. ATI members without an email address will receive their proxy form in hard copy via the post office.

11. Quorum

The quorum for General Membership meetings shall be 10% of the general membership (as of the date of the mailing of the notice) to a maximum of twenty-one (21) members.

12. Rules of Order

Meetings will be conducted under “Roberts Rules of Order’, by Henry Martyn Robert.

1. The Mailing Address for Astrology Toronto Inc. (ATI) is:

Shall be as voted on by the BOARD from time to time and made available to the membership upon request.

2. Obtaining Constitution or Bylaw Information

Any member has the right to receive a copy of the current Constitution and Bylaws of ATI within a period of three weeks upon requesting such. This material will be mailed to the member if necessary. A member may write ATI at the above address or call any executive member to request a current copy of these documents.

3. The Order of Succession

In the event that the president is unable to perform his or her duties, the order of succession shall be as follows: vice-president, immediate past-president, treasurer and secretary. This acting president shall remain in power until the president is able to resume his or her full duties or until an emergency meeting of the ATI executive can be called to appoint a new president.

4. Commitments made by the President to other Organizations

Commitments made by the president of ATI with other organizations regarding mergers, joint ventures, or amalgamation shall be subject to the approval of the executive.

5. Duties of the President

1. Will be responsible for the overall supervision and administration of ATI's affairs.

2. Will prepare agenda and chair general meetings, executive committee meetings and other official ATI events.

3. Will have the power to call executive committee meetings.

4. Will be the official representative of ATI unless he/she delegates such functions to another ATI member.

5. Will administer ATI's dealings with other organizations. Specific commitments that he or she may make are subject to the review and approval of the executive committee and/or the membership at large as provided for in the bylaws.

6. Will be a voting member at executive committee meetings and in the event of a tie will be accorded a second vote.

6. Duties of the Vice-President

1. Will assume any and all functions of the president, should the president be temporarily absent or otherwise unable to fulfill those functions.

2. Will chair at least one committee.

3. Will perform such other duties as may from time to time be determined by the executive committee.

7. Duties of the Treasurer

1. Will keep full and accurate accounts of all receipts and disbursements of Astrology Toronto Inc. and shall deposit all monies and other valuable effects in the name and to the credit of Astrology Toronto Inc. in such bank or banks as may be from time to time designated by the executive committee.

2. Will disburse the funds of Astrology Toronto Inc. under the direction of the executive committee making proper vouchers thereof.

3. Shall render to the executive committee at regular meetings and to the membership at the annual general meeting or whenever else required of him/her an account of all his/her transactions as treasurer and of the overall financial position of Astrology Toronto Inc.

4. Will keep a record of any equipment or material, other than tape-recordings, which is owned by ATI, but which is currently on loan to or in the possession of its members.

5. Will perform such other duties as may from time to time be determined by the executive committee.

6. Within 30 days of ceasing to hold office shall return to the executive committee all books, monies, and other valuable effects with an accounting thereof.

8. Duties of the Secretary

1. Will be the official clerk of Astrology Toronto Inc.

2. Will attend executive and membership meetings and record the relevant facts and minutes of the proceedings. If absent at such times, the secretary will ensure that a substitute performs these functions.

3. Will give all required notices to members and executive committee members.

4. Will be the custodian of the seal of Astrology Toronto Inc. and of all books, papers, records, correspondence, contracts and other documents belonging to Astrology Toronto Inc. The secretary shall deliver up the above materials (seal etc.) only when authorized by a resolution of the executive committee or membership at large, and then only to the person or persons named in that resolution.

9. Duties of the Immediate Past President

1. Will assume any and all functions of the president, should the president AND Vice-President be temporarily absent or otherwise unable to fulfill those functions.

2. Passes on records of activities and and timelines relevant to his/her position during his/her term of president and supplies the incoming President with those records to ensure a smooth transition.

3. Support and provide continuity to the President’s work by fulfilling the envisioned future, strategic plan, and policies established.

4. Will chair at least one committee.

5. Will perform such other duties as may from time to time be determined by the executive committee.

10. Duties of the Member-at-Large

1. Will serve on one committee.

2. Will serve as liaison to the general membership.

3. Will perform such other duties as may from time to time be determined by the executive committee.

10. Election Procedures

Elections for vacant positions on the executive committee of Astrology Toronto Inc. shall be held annually, typically at the AGM, as required. The steps to fill any vacant positions on the ATI Board are outlined below:

Prior to the AGM

-The ATI secretary will issue calls for seconded nominations via email to all paid-up members. The call for nominations will also include the election date i.e. a date for the annual general meeting (AGM) to give voting members enough time to schedule their calendar

-A period of at least two months will be allowed between the call for nominations and the AGM.

-All nominees shall submit a brief biography of their qualifications to the ATI secretary and indicate the Executive position they will be seeking on the Board, if elected.

-One week before the AGM, the ATI secretary will email the complied list of all nominees (along with their bio’s) back to all paid-up members with a ballot form requesting their vote if they do not plan to attend the AGM.

-All votes prior to the AGM will be submitted to the ATI secretary via email or Canada Post. This information will be released at the AGM after the day’s voting takes place so as to not bias the opinions of the members present.

At the AGM

-Additional nominations will also be accepted at the AGM and added to the existing list of nominees. If only one nominee is proposed for any primary position or if no more than seven (7) nominations are received for member-at-large, the Chair will ask three times if there are any further nominations and, if there are none, shall declare the unopposed candidates elected by acclamation.

-Prior to voting, all attendees will be given a copy of the complete nominee list. At that time, the secretary will read the names and answer any procedural questions

-Voting at the AGM will be by paper ballot handed out, and then collected, by the secretary who in turn will compile the results. The total votes will include all votes submitted via email or Canada Post prior to the AGM.

-the secretary will announce the results to the attendees at the AGM and include this information in the meeting minutes

-after the vote, the newly elected Executive members will join the existing Board and collectively answer any questions from the floor

Note: An impartial third party shall be appointed to oversee the election process.

11. Resolution of Issues

To raise an issue on a formal basis, a member should state the matter in writing and then secure the signatures of ten (10) other members of Astrology Toronto Inc. attesting to their agreement with his/her point of view. This document should be sent forthwith to the executive committee, which is then obliged to table it for discussion at the next executive meeting. In the interim the executive must inform the sender when and where this issue will be tabled so that he/she may attend to present his/her views in person. At this meeting the executive will decide what should be done about the issue thus raised. Whether or not the issue should be put to a general membership vote is a matter left to the discretion of the executive committee in the first instance. At this point, if the person initiating the issue does not agree with the decision of the executive, he/she is entitled to repeat the process by having the same ten people sign a second letter stating their objection to the executive's decision. Upon receiving this letter, the executive is obliged to schedule a discussion meeting where the issue can be placed before the membership.

12. Presenting an issue to the membership.

In the event that an issue requires a membership vote, the following format will be followed:

o The issue will be presented to the membership via email7 and posted on the ATI web site, where it will be summarized together with arguments pro and con. The time and place for the discussion meeting will also be made known in this way.

o At this meeting, following a discussion of the issue, a ballot will be produced stating the nature of the controversy. Phone numbers may be included here so that any member wanting to know more about the issue can contact the party or parties concerned.

o This ballot will be posted on the ATI web site and also emailed to the paid-up membership. Voting instructions will be included with the ballot so that the members may respond with their votes by the date indicated.

o Soon after that date the votes will be counted with scrutineers present, and the tabulation will be announced via email and posted on the ATI web site. In this matter the executive will be bound by the voting results provided two-thirds of the membership responds either for or against the motion. It will be made clear to the membership that a “No response” to the voting request will be considered a positive response.

13. Dissolution of Astrology Toronto Inc.

In accordance with the Letters Patent, the dissolution of Astrology Toronto Inc. will require an amendment to the Constitution. Any amendment to the Constitution requires a 2/3 majority of the membership.

14. Ratification of and changes to bylaws.

All bylaws enacted during the term of office must be ratified by the membership at an interval of no less than once a year. This must be done at the required annual general meeting, if not before.

15. Executive Committee

There must be a minimum of three (3) people on the executive.

16. Quorum

The quorum for an executive meeting shall be fifty (50) percent of the executive, plus one additional member.